AMENDED AND RESTATED LEASE . OF HOSPITAL FACILITIES AND AGREEMENT FOR OPERATION OF INDIAN RIVER MEMORIAL HOSPITAL THIS AGREEMENT dated as (1st _day of {Wt/514490?, 2012, made and entered into by and between the RIVER COUNTY HOSPITAL DISTRICT, a Special taxing district located 111 Indian River County, Florida, and created by the Legislature of the State of Florida, hereinafter called the "Lessor, and INDIAN RIVER MEMORIAL HOSPITAL, INC, a not-for?pro?t corporation organized and existing under the laws of the State of Florida, hereinafter called the "Lessee. This Agreement ("Agreement") shall constitute an amendment. and restatement of that certain Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hospital, dated December 13, 1984. The Lessor and Lessee, in consideration of the mutual crivenants herein contained, and in consideration of the payments and undertakings herein mentioned, made and to be made, have respectively promised to and agreed with each other as follows: .1. Lease by Lessor Under the tenns and conditions hereinafter stated, and for the conSIderation hereinafter set Out, and for and' 111 consideration of the performance by the LeSSee of the covenants contained herein to be kept and performed by the Lessee, the perfoIInance of each of which covenants is declared to be an integral part of the consideration to be furnished by the Lessee, the Lessor does hereby lease to the Lessee {Or and during the term of this Agreement the real property which IS described on Exhibit attached to this Agreement together with the Hospital Facilities 0f the Indian River Memorial Hospital described below For the purposes of this Agreement, the term Hospital Facilities" means that Certain real property situated 111 Indian River Couaty, Flodda, more particularly described on Exhibit attached hereto, together with all improvements now located thereon or therein including all machinery, equipment, furniture, furnishings and ?xtures, surgical instruments, supplies, inventory and all other personal property (including all books and records, including, but not limited to, books of account and patient reoc'rds, relating to the Hospital Facilities) now located therein and Used In the OperatiOn of the HoSpital Facilities, together with any future improvements, addi?OnS and extensions thereto or leplacements thereof. Subject, nevertheless, to the following: A. Conditions, restriCtions', limitations and easements, if any there be with respect to the real property, now appearing of record; if there be any such, then the Lessee covenants that it will indemnify and save harmless the Lesser, its successors and assigns, from all loss, cost, damage and eXpe'n'se including reasonable attorneys' fees at trial and appellate levels and other costs of litigation, arising hereafter ?om any breach or violation of such conditions, restrictiOns, limitations or easements done or suffered or permitted to be done by the Lessee or any person or persons claiming by, through Or under the Lessee; 22 ?082 1 8.1 zamsrRIcmaassuou ammoaoa RasrArse Lassen: Revisions 7.9.12 methane B. Any applicable zoning laws, building restrictions or codes, statutes or- ordinances 110W existing, or which may exist hereafter during the term of this Agreement. 2. Transfer of Operational Responsibility. In consideration of the covenants of the Lessee hereinaftel set out and for and during the term of this Agreement; Lessor transfers to Lessee responsibility and authority for the management and operation of the Indian River Memorial Hespital, 1000 361h Street Vero Beach, Florida 32-960, subject to and 111 accordance with the terms and conditions of this Agreement, Such hespital being situate on the real property described on Exhibit attached hereto. 3. Acceptance of Lease and Operational Responsibility by Lessee The Lessee, in consideratiOn of the lease of Hospital Facilities to it and for and during the term of this Agreement does hereby lease such property from the Lessor and does hereby accept responsibility and authority for the management and operation of the Indian River Memorial Hospital subject to and in acemdance with the terms and conditions of th1s Agieement. 4. Lease Term. The term and duratiOn of this Agreement and the Operational responsibilities of the Lessee for the Indian River Memorial Hospital shall be for a period of time with the "Commencement Date" as hereinafter de?ned, and ending at 11 59 on the 315t day of December, 2034; provided, however, that the lease term shall automatically extend for one or more additional ten (10) year periods, unless either Lessor or Lessee delivers to the other either a written NetiCe of Lease Renegotiation (which shall be accompanied by a written list of principal issues to be renegotiated); or a Written Notice of Non-Extension, either of which written notices shall he "delivered. no later than ten (10) years prior" to the end of the then existing lease 111.1111 If either party delivers a Written Notice of Lease Renegotiation, the other party shall have sixty (60) days following the delivery of such notice to develop and deliver its own written list Of additional ISSue?s to be re-negOtiated The parties shall thereafter negotiate in good faith to resolve the issues listed by both panics, as well as any Other issues which may arise during the negonations and, upon resolution of such issues, enter into a written amendment to this Agreement The parties shall attempt in good faith to complete the renegotiation process Within one (1) year following delivery of the written Notice of Lease Renegotiation. If the parties are not able to 1esolve the renegotiation issues and therefore fail to enter into a written amendment in with this paragraph, 01? if either party delivers a W'ntten Notice 0f Non? Extension this Agreement shall expire at the end of the then existing leaSe term Each party may Only deliVer one Notice of Lease Renegotiation for each ten (10) year period. The teen ?Commencement Date" shall mean May 1,1985 with respect to the original Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hospital, and shall mean the ?rst day of the ?rst month following the approval and execution of this Agreement by Lessor and Lessee with respect to this amended and restated Agreement. It is. the intention of the parties that the lease term shall be subject to renegotiation betWeen them if Lessee determines to ?nance additions or alterations to or improvements in the Hospital Facilities over a period of time exceeding the remaining lease term Upon the expiration or earlier termination of the lease term, the property leased or otherwise transferred hereunder to Lessee, including but net limited to, all accounts receivable, whether or not reduced to judgment, and all unencumbered funds and other intangible personal preperty of the Lessee then held by 2 AMENDED ?1 RESTATED Revisions 19-12 FlNALdoc the Lessee, shall revert to the possession, ownership and control of the Lessor or its successor in interest; provided, however, that the property which reverts to Lessor shall not include Lessee?s membership interest in Indian River Heepital Feundation, Inc. Upon reversion of the aforesaid property to Lessor, Lessor shall ?assume all of Lessee's then existing liabilities, except those liabilities which are not assumable as a matter of - law by a governmental entity such as Lessor. With respect to suCh non-assumable liabilities, the parties shall cooperate to pay or otherwise resolve soch liabilities in a manner consistent with the best intereSt of Indian River Merricrial Hospital and the residents of Indian RiVer County, Florida; provided, beweve1, that this paragraph shall not create any additional rights in favor of any creditor of such nOn-assur'nable liabilities 5. Rents and Fees The Lessee has paid as rent such sums as are equal to an amount su?cient for the payinent of all debt service reduireinents during the term of this Agreement for bonds from time to time issued by Lessor porsuant to that certain Master Trust Indenture, dated Noyernber l, 1984, among the Lessor, the Lessee and SunTrust Bank, as trustee, as amended and restated ("Master Trust Indenture"), and the bond indentures ("Bond Indentures") related to speci?c iSSues of bonds in connection with the construction, addition to, renovatiOn of or replacement of the Hospital Facilities. Lessee has also paid the Costs and expenses incurred by Lessor in connection with the issuance of such bonds. The Lessor aCknowledges that this payment, along with the performance of the Lessee? other obligations under this Agreement, including but not limited to Lessee payment of all costs of improvements to the Hospital Facilities, constitutes good and valuable consideration for the Lessor? performance of its Obligatims under this Agreement In addition, should the Lessor issue new bends in connection with the Construction", addition to, "renovation of or replacement of the Hospital Facilities, the Lessee shall pay as additional rent such Sums as are equal to an amount suf?cient for the payment when due of all debt service requirements during the term of this Agreement for bonds ?'orn time to time issued by the Lessm. The Lessee Shall also pay the costs and expenses incurred by Lessor in c'or'mectidn with the issuance of s'uch bonds. To the extent that Lessor expands proceeds of a bond issue- for projects authorized by any treat indenture ?or bond resolution but which are not a part of the Hospital Facilities, as de?ned herein, Lessor shall bear a portion of the total debt service, costs and expenses for such. bond Issue Which portion shall bear the same ratio to the total debt service, costs and expenses for such bond issue as the funds expended on such project which is not a part of the Hospital Facilities bears to the total bond issue During the te'nn of this Agreement, lessee shall further provide to Lesser, at Lessee' sole expenSe, of?ee space within the He'spital Facilities and administrative and clerical assistance in order to enable the Lessor to perfonn its functions and ful?ll its responsibilities under the Special Act which created the Lessor The Lessee shall have the right to prepay in whole or in part from time to time rents or fees previded for hereunder, whiCh relate to outstanding bonds, by paying to the Lessor such ainount as shall allow the Lessor to redeem some or all of Such bonds. Lessor shall redeem such bonds at the directi0n of the Lessee and in accordance with the provisions of the applicable resolutions or indentures Lessor obligation to redeem bonds shall be conditioned upon receipt ?om Lessee of suf?cient funds to permit a. redemption authorized under the applicable resolutions or indentures and upon further receipt of directions for redemption from Lessee in 3 2. AMENDED 15? RESTATED 19564_l Revisions 7-9-12 Writing which direct Lessor to accomplish a redemption permitted under the applicable reacluti'ons 01 indentures 6. Indigent Care. Lessee shall provide medical care for the indigent residents of the Indian River County Hospital District and shall assume Lessor under the Health Care ReSpOnsibility Act (Florida Statutes ??154. 301 through 154. 316) as amended from time to time; and Chapter 87?92, Laws of Flurida, all as more particularly set forth 1n the Indigent Care Agreement between Lessee and Lessor 7. Use. Lessee shall Operate the Hospital Facilities or cause the Hospital Facilities to be operated primarily as a nonpro?t hospital with medically related programs for the diagnosis, treatment and Care of sick and injured Lessee shall Operate a full Service hospital previding a level and variety of major serviCes which are at least equal to those offered by the Indian River Memorial Hospital as of the date of this Agreement In the event that Lessee desires to discontinue a major service currently provided by the Indian River Memorial Hospital, it shall petition Lessor for permission to do so specifying in detail the basis for the proposed discontinuance, alternative sources of Such service, the necessity of the availability of such service withm the. District, the economic impact to Lessor and Lessee of the disconthtuance of such service, the anticipated affect of such discontinuance 011 the residents "of the Indian River County Hospital District and such other matters as the Lessor may request. Lessor shall approve the dissentinuance of such ?service if it determines that the discontinuance of such service will .110t have a material adverse effect 011 the residents of the Indian River County Hospital District either because the service is no longei neede?,d the service is otherwise available to residents of the District, the service can be provided by another health care provider 1n a more economical and ef?cient manner than by the Lessee or that the continuance of the service by the Lessee will impose an economic hardship on Lessee beyond that envisioned by Lessor and Lessee at the time of execution of this Agreement. Lessee shall neither use nor occupy the leased prennses or _p'ennit the premises to be used or occupied contrary to any Statute, rule, order, ordinance, requilement or regulation applicable thereto, nor in any manner which would violate any certi?cate of occupancy hereafter issued for the p1emises or which would cause structural damage to any building constructed thereon, nor in any manner which would cause the value of the premises or any part to diminish or which would constitute a public or private nuisance or waste nor in any manner which Would constitute an event of default under any resolution 01 indenture governing bonds Sold for the alteratidn, improvement expansion or addition to the Hospital Facilities. Lessee shall not deny emergency hospital care to any person based on ability to pay for such services and shall not make distinction in the extension of heapital care because of race, color, religion, sex, national origin, marital status, or physical or mental handicap. It is understood that the Lessee Shall have the right to refuse admittance of patients because of lack of facilities or services or to protect the welfare of patients already admitted and to adopt and amend from time to time appropriate rules respecting admission ofpatients. The Lessee shall Charge and collect reasonable rates, fees and charges for the use of the leased premises and fer providing "service, having due regard for adequate reserves for renewal and replacement of equipment, ?xtures and buildings as well as adequate operating 4 RESTATFD LEASBZZI 19564_l Revisions 749-12 surplus to provide capital for. expansion of the leased premises, impmving Services provided and the offering of new services The rates, fees and charges ?xed by the Lessee may be adjusted from time to time Anything to the contrary herein notwithstanding, for the period of time during which there are any bonds outstanding under the Master Trust Indenture, and any Bond Indentnre, the proceeds of which were expended on the Hospital Facilities, Lessee shall set its rates, fees and charges so as to be in full compliance with the envenants as to revenues in ?such Master Trust Indenturc and any Bond In'dentore. Lessee shall operate the hospital or cause it to be Operated in such a manner that the operator exercises its best efforts to achieve and maintain accreditation by the Joint Commission on Accreditation of Hospitals er its successOr and licenSure by any governmental entity having jurisdiction. 8. Covenants and Representations of Lessor. a. Lessor covenants that it has approved, and does hereby approve, the articles of incOrporation of Le'SSee. b. Lessor represents that it has the lawful authority?,- power, capacity and ability to enter into this Agreement and to become bound by the terms of this Agreement, the Lesser further represents that the person or persom executing this Agreement for or on behalf of Lessor are fully and unconditionally authorized and empowered to entei into this Agreement for and on behalf of the Lesser In the event that any person or persons or gove111111enta1 agency or authority shall at any time commence 01 maintain any act1on or proceeding to terminate,- void, 1escind, modify, 01 amend this Agreement, or any of the rights and duties of the parties hereto upon the claimed basis of any lack on the part of the Lessor of the jurisdictiOn, capacity, ability, power, 01 authority to enter into or perform this Agreement, the Lesser shall appear for and defend the Lessee against any and all such claims and shall save and hold the Lessee harmless from and against any and all loss, cost, damage, expense, attorneys' fees and other injury resulting to Lessee as the proximate result of any such action, proceedings, or any decision, order, W1 1t 01 judgment made therein based upon any such lack of capacity, ability, power or authority on the pent Of the Lassor. o. Lessor covenants with Lessee that during the term of this Agreement and in consideration of. the Lessee?s agreement herein to assume a portion of Lessons debt obligations, the Lessor shall not engage in any activity competitive with the activities engaged in by Lessee under this Agreement and which shall have a material adverse effect upon the Lessee?s besineSS, assets, liabilities, ?nancial condition, results of operations or business prospects. d, Lessor covenants with Lessee that it shall Cooperate with Lessee and execute such documents as are necessary ?or appropriate in order insecure such approvals from governmental agencies and others as are necessary to allow the Lessee full enjoyment of the rights and bene?ts under this Agreement. 5 zanrsralcmsasmm'z AMENDED RESTATED LEASEQZI 195.643 Revisions 1-9-12 e. So long as the Lessee perfOnns and observes all of the covenants and agreements On its part herein contained it shall peaceably and quietly have, hold and enjoy the Hospital Facilities during the term hereof subject to all of the terms and provisions hereof. 9. Covenants and Representations by the Lessee. a. The Lessee is empowered to provide Hospital Facilities ?under the laws of the State of Florida, and is duly incorporated and. in good standing under the laws of the State of Florida as a corporatiOn, is not in violation of any provisions of its Charter or articles of incorporation or its bylaws; and has power to enter into this Agreement and to perform the obligations it has agreed to perform hereunder. b. The Lessee is a Florida not-for?prc?t cerporatim deseribed in Section 501(c)(3) of the Internal ReventIe Code of .1986, as amended, and is exempt from federal income taxation pursuant to Section 501(a) of such Code. o. By proper corporate action of its board of directors, the Lessee has duly authorized the execution and delivery of this Agreement. d. During the term of this Agreement, and Lessee shall continue to comply with all obligations imposed upon these parties pursuant to the federal Hill-Burton Act, 42 USCA 291 et seq. e. The Leesee coVenan'ts that the Lessor and its agents and attomeys shall have the? right at all reasonable times to enter apon, and examine and inspect the HOSpital Facilities If it shall appear to the Lesser that any such inspection discloses that the Lessee may have violated any of its covenants and agreements under the provisions of this Agreement tespecting the Operation, maintenance, or repair of the Hospital Facilities, the Lessee shall cause an inspection of the Hespital Facilities to made by an independent consultant agreeable to the Lessor The Lessee shall ?le With the Lessor fer each such inspection a report of the consultant setting" forth: (1) ?ndings as to Whether the Hospital Facilities have been maintained in good repair, working order and condition, and (2) recommendations as to the proper maintenance and repair of the Hospital Facilities during the remainder of the lease term, If any such report of the consultant shall set forth that the Hospital Facilities have not been maintained in good repair, Working order and Condition, the LesSee shall restore the Hespital Facilities to good repair, working order and condition with all expedition practicable, f. The Lessee covenants that so long as this Agreement is in effect: The Lessee shall install or maintain proper books of record and account in which full and correct entries shall "be made 111 accordance with generally accepted amounting principles of all business and affairs of the Lessee under this Agreement The Lessee shall furnish to the Lesser the following financial statements, ?nancial data and cetti?Cate's: a. As soon as practicable and in any event within one hundred ?fty (150:) days after the end of each fiscal year of the Lessee, ?nanCial statements covering the operation of Lessee under this Agreement for such ?scal year and containing statements of income and of fund balance for such ?scal year, and a balance sheet of the Essee as of the close 6. 2 masons at issues mason: 19554; iterisiorts 1-9- 1 2 Hannah; of such ?scal year, each accompanied by statements 111 comparative form for the preceding ?scal year and a Certi?cate or opinion in the standard form approved by the American Institute of Certi?ed Public Accountants signed by an independent certi?ed public accountant The Lessee? Audited Financial Statements shall be presented by the extemal auditor to the Lessee? Board of Directors and the Lessor Board of Trustees. b. With reasonable promptness such other ?nancial data requested by Lessor as may be demonstrated to be necessary to protect the interestof the Lessor. c. Prior to the adoption by Lessee of its annual operating and capital budgets copies thereof shall be provided to Lessor for revieW and comment, as part of a regularly scheduled meeting of Lessor' _s board of trustees. Lessee shall give due consideration to the comments of Lessor and the public. Nothing herein shall qualify Lessors right of control under the Indigent Care Agreement of the program for the rendering of medical health services to indigent residents of the Indian River County Hospital District and the payment therefor by Lessor. Budgetary? issues whieh do not fall Within those de?ned 1n the Indigent Care Agreement shall be within" the sole discretion of Lessee subjeCt, however to the terms? and cenditi'ons of this Agreement, ii. Lessee shall provide the following information at Lessor' 3 regular meetings: an update 011 Hespital matters by Lessees Chief Executive Of?cer, or other designee reasonably acceptable to LesSor; quarterly. an update on the Hospital?s operating results by Lessee' 5; Chief Financial Of?cer, or other designee leasonably acceptable to Lessor; and annually: an update on patient care Within Indian River Memorial Hospital and, to the extent known by Lessee, Within Indian River County and the State of Florida, by Lessee?s Chief Executive Of?cer, or other designee-reasonably acceptable to Lessor. Lessee shall operate the Hospital Facilities in a manner consistent with Lessor pubhc purpose which includes preservation of the public health and operation of the Hospital Facilities for the public good and for the use of the public of the Indian River County Hospital District. In the event a bona ?de Issue is raised by the Lessor- regarding Lessee' was established the Lessor, its agents, attorneys and accountants shall have access to and the right to inspect, examine and make copies of any books and resords, accdunts or other data reasonably related to the issue or issues raised other than personal or con?dential records protected by law. iv; None of the Lessee?srevenoe's, income or pro?ts, whether realized or unrealized, will be disnibuted to any of its members, :or inure to the bene?t of any private person, association or corporation, other than for the lanul purposes of the Lessee; provided, however, the Lessee may pay to any person, association or corporation the value of any service or product performed f01 or supplied to the Lessee by such person, association 0r Corporation. The Lessee shall conduct its business and activities 111 such manner that will at all times maintain and preserve its existence as a not-for-?pro?t corporation With authority to do business 111 the state and will take no aetion or suffer any action to be taken by others which will alter, change or axoisr'nicoreasmolz armour) a RESTATED amorous destroy its status. as a charitable Corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as "amended. v. Lessee shall provide or cause to be provided to Lessor a strict accounting of these monies receiV'ed by or through Lessor, the source of which are tax revenues generated by or through Lessor. Lessee shall use ad valorem tax revenues only for ?indigent care and such other purposes permitted by thelaws of the State of Florida and in accordance With any terms, conditions or restrictions imposed upon such monies by Lessor or the appropriate governmental entity which is the source of such funds. vi. Lessee shall assume all obligations of Lessor. arising under the Master Trust lndentu're, any Bond Indenture and all agreements of Leesor. ?relating? to all bonds issued pursuant thereto, including but not limited to Reimbursement Agreements, andfor Remarketing Agreements (each as de?ned in the Master Trust Indenture and the Bond 'Indentur'es), all of said indentures and agreements pertaining to bonds issued for the purpose of generating funds for the improvement, expansion or alteration of the Hospital Facilities. Lessee shall further perform all covenants of Lessor contained 1n such indentures and agreements, which it is capable of performing including, Withput limiting the generality of the fo1egoing, the rate covenants set forth In the Master Trust Indenture and the Bond Indentures Lessees obligations hereunder shall exist during such period of time as there remain bonds outstanding under the Master Trust Indentare and Bond .Indentures, or moneys oWed under any Reimbursement Agreement, Remaiketing Agreement, or other agreement pertaining to reVenne bonds issued for the purpose of generating funds for the improvement, expansion 01 alteration of the Hospital Facilities Lessee shall assume such Obligations of Lessor by W'1itte11 agreement, the "Assumption Agreement". Any defaultin the Assumption Agreement by the Lessee shall constitute a default under this Agreement. Lessee shall. deliver to Lessor any material notices Or communicatims received by LeSsee from, or on. behalf of, any bond trustee, letter of credit issuer, bond insurer or other party to the Master Trust Indenture, any bond indentute, or any agreement relating thereto, which notice or communication relates to the performance of Lessee or Lessor, or any other party, of its obligations under such indenture or agreement. vii. To the extent that any subsidiary of Lessee performs any action with 1espect to the real property described on Exhibit A attached hereto, which action is otherwise performable by Lessee he1eunder, '01 exercises any operational responslb?ity with 1espect to Indian River Memorial Hospital, which responsibility is otherwise exercisable by Lessee hereunder, Lessee shall cause such subsidiary to comply with the terms of this Agreement with respect to Silch action or responsibility. Any violation of. such terms by the subsidiary shall constitute a violation of this Agreement by Lessee. For the purposes of this paragraph, the term "subsidiary" shall mean any entity which 113 Created by or at the instigation of Lessee, for the purpose of performing any action 01 exercising any responsibility, as "described in the first sentence of this paragraph, is owned more than ?fty percent by Lessee, or one or more of its subsidiaries; or in the case of a notvfor-pro?t entity, has Lessee as its sole or primary member. Without limitation, as of the date of this Agreement, Indian River Health Services Corporation and Health Systems of Indian River, Inc. shall be included Within the term "subsidiary," "and Indian. River Hospital Foundation, Inc. shall not be. included Within the term "subsidiary." .3 AMENDED at RESTATED W554) Raisins: 7-9-12 Lessor shall be entitled to appoint one or more t1ustees or other persons to the following committees of Lessee' 8 board of direCtOIs, all as set forth more ?illy 1n Lessee by-lav?vs: Nominating Committee, Finance Committee Patient Care Committee, - Investment Committee, Governance Committee and Chief Executive Of?cer Search Committee. Further, Lessee will create a Strategic Planning Committee to which Lessor may appoint one Trustee. Any violation by LesSee of Lessor rights under Lessee' bylaws shall be deemed to be a violation by Lessee of this Lease, If the meetings of any such committee a1e permitted by the terms of this Agreement to be held in private not open to the public), the folloWing? procedure shall apply with respect to con?dential matters which are disclosed to Lessor's appointee(s) in connection with the membership of such appointee(s) on the committee: if the appointee(s) believes that such matter should be disclosed 1n public to Lessor? board of trustees, the appointee(s_) shall discuss the need fm such disclosure with Lessee' president and chief executive of?cer, and if requested by such president and chief executive of?cer, with the Chainnan of Lessee's board of directors If the matter is not resolved to the satisfaction of such such appo?intee(s) may then disclose the matter in public to. Lessor?s board of trustees, giving due regard to the sensitive nature of such matter. 10, Joint Meetings. Joint meetings of the Board of Trustees of Lossor and ?the Board of Directors of Lessee shall be held, as necessmy, (2) times per ?scal year (October 1 to September 30), the dates of which are to be mutually agreed upon by Lessor and Lessee. Such joint meeting may be called by either the Lessor Or the Lessee. Additional joint meetings may be scheduled at any time at the request of the chairperson of either heard. The ?rst joint meeting shall be chaired by the chairperson of Lessor?s board of trustees, and the See'ond joint meeting shall be chaired by the chairperson of Lessee?s board of directors, with such alternating process to continue f01 each meeting held thelea?er. The purpose of such joint meetings shall be to exChange information and to discuss Issues and ideas related to the operation of the Hospital Facilities. It is anticipated that Lessee shall present its long?range strategic plan at the Spiing meeting and its operatmg and capital budget results for the current year, and its operating and Capital budgets for the following year, at the meehng held 1'11. approximately August. 11. ?Public Records and Open Meetings. When engaged in the management and Operation of Indian River Memonal Hospital, LeSsee, and each of its subsidiaries as de?ned to paragraph 9(f)(vii) above, shall comply with the Government 111 the Sunshine Law, ?286. 011 Fla. Stat, and the Public Records Act, Chapter 119 Fla. Stat, as each is amended from time to time, to the same extent that Lessor Would be reqnired to comply with such laws if Lessor was engaged ?in the management and operation of Indian River Memorial Hospital; and notwithstanding the above, the Public Records Act and the Government in the Sunshine Law as they now exist, and as they may be amended from time to ?rm, shall govern the meetings and maintenance of records of the Patient Care, Compliance, Audit and Strategic Planning Committees of Lessee and the review of the activities and action upon the recommendations of those committees by the Board of Directors of Lessee. 12. Taxes, Other Governmental Charges and Utility Charges. The and the Lessee acknowledge: that under present law neither the income, pro?ts nor properties of the Lessor 1101' of the Lessee are subject to either federal, state or local taxation, and that this fact, 9 AMENDED Resume 1.51.5322! 19554_1_ Revlsidns 1-9-12 among others, induces each of the parties to enter into this Agreement. However, if there shall occur". any changes in the testability of the Lessee, the Lessee shall pay, as the same respectively become due, (1) all ad valorem taxation by the State or by any political subdivision or special district thereof and all other taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against 01 With respect to the Hospital Facilities 01' any personal property installed or brovugh't by the Lessee on the HoSpita'l Faeilities (including, without. limiting the generality of the foregoing, any taxes levied on or with respect to the income or pro?ts of the Lessee and any other taxes "levied upon or with respect to the Hospital Facilities which if not paid will become a lien on the Hospital Facilities, including any ad'valorern taxes assessed upon the Lessee's interest in the Hospital Facilities), (ii) all utility and other charges incurred to the Operation, maintenance, use, occupancy and upkeep of the Hospital Facilities, and all aesessments and charges lawfully ?made by any governmental body for public improvements that may be secured by a lien on the Hospital Facilities, provided, that with respect to special assessments or other governmental charges that may be lawfully paid in installments over a period of years, the Lessee shall be obligated to pay only suCh installments as are ?required to be paid during the lease term The Lessee may, at its own expense and in its own name in good faith, contest any such taxes, assessments and other charges and, in the event of: any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of snob contest and "any appeal therefiom unless by such action the title of; the LesSOr to any part of the Hospital Facilities shall be materially endangered or the Hospital Facilities or any part thereof shall become subject to loss or ferfeiture, in which event such taxes, assessments or charges shall be paid forthwith by the Lessee 13. Employees and Contracts. a. Lessee shall be responsible for all empIOyees employed In the operation of the Hospital Facilities Lessee shall be liable for any existing employee benefit and welfare plans and Shall hold Lessor harmless from any liability or obligation with respect thereto Lessee shall have the right to make whatever changes it may deem desirable with respect to its personnel, staff, empIOynient practises, poliCies and benefit plans and which are Consistent With sOund management 'praCtices. b. Lessee shall be responsible for the retirement plan now in effect for Lessee's employees. Lessee shall be responsible for the administration of the plan according to its terms and as it may be amended freni time to tithe. c. Lessee shall assume for all contracts not fully performed, leases, debts, liabilities and other obligations of Lessor arising from the operation of. the Hospital Facilities and outstanding as of May 1, 1935, except for: (1) Special Limited Tax Bonds issued by the Lessor and other bonds of Lessor issued fo1 purposes other than improvement, expansion Or alteration of the Hospital Facilities; (2) liabilities, arising from er in cennection with claims, suits, judgments and settlements, based on tort 'or breach of centract occurring? prior to May 1, 1985 or claims to which the LeSsor has alternate sources of recovery available to it provided that Lessee shall cooperate with Lessor in defending, settling or otherwise disposing" thereof; (3) any 10 nintsratentassom'z. AMENDED 1.5115sz lass-Ll Revisions 7.942 liability incurred by Lessor, past, present or future, with respect to retroactive assessments by the Florida Patients? Compensation Fund applicable to periods during which Lesser participated in such fund priOr to October 1, 1986. Member.Ship on Lessee?s medical staff shall be subject to the medical staff bylaws of Lessee. 14. Maintenance and Repair of Building and Grounds. Lessee shall maintain, at its sole expense, all buildings, medical and "surgical equipment, communicatiOn systems, all equipment and ?xtures in the Hospital Facilities, including but not limited to, heating, ventilating, air eenditioning, electrical and plumbing systems, and all other improvements, including parking areas, exterior lighting and signage, made to the Hospital Facilities, in good conditinn, Working order, repair and appearance. Lessee shall not be under any obligation to renew, repair or replace any inadequate, obsolete, Worn-out, unsuitable undesirable or unnecessary equipment constituting apart of the Hospital Facilities In any instance where the Lessee, in its sole discretion, determines that any. items of such equipment have become inadequate, obsolete, wern- out, unsuitable, undesirable or unnecessary, the LeSSee may remove such items of eguiprnent horn the Hospital Facilities and sell, trade-in, exchange or otherwise dispose of them (as a whole or in part), provided that the lessee substitutes and installs in" the Hospital Facilities (subject to the provisions of the next sentence of this paragraph) other equipment having comparable utility (but not necessarily having the same function") in the operation of the Hospital Faeilities and provided further that such removal and substitution shall not impair the operating viability of the Hospital Facilities. The Lessee shall not be required to inatall other estuipment and substitute for any equipment removed pursuant to the preceding sentence if in the reasonable opinion of the Lessee, such substitution 1s not necessary to preserve the operating viability of the Hospital Facilities. Lessee shall maintain the grounds} of the Heapital ?Facilities in a good, clean and safe condition, presenting a neat appearance. The premises shall be kept free of accumulation of trash and debris, the grass and landscaped areas shall be kept out and uinarned at all times and all rubbish and garbage "shall be disposed of in a clean and sanitary manner. 15. Reconstruction. In the event of partial "or total destruction of the Hospital Facilities at any time and by whatever cause, including demolition by the Lessee, whether or not covered by Insurance, the Lessee agrees and covenants to rebuild 01 reStore Such improvements in accordance with the original plans and speci?cations fer thereof with allowance for any alterations required by goveromontal authorities having Jurisdiction thereof, with allowance for any design changes deemed necessary or desirable by Lessee upon the condition that the completed improvements shall have at least the same functional capabilities as the improvements being replaced or restored, and subject to any changes approved by the Lessor, as often as such destruction, damage or demolition may Oceur'. Lessee agrees to Coinmenee rebuilding or restOring' within one hundred eighty (180) days after such loss, and agrees to prosecute snob rebuilding 0r restoring theieafter with such dispatch as maybe necessary to complete it within twenty?four (24) months aftei the occurrence of such damage, destruction or demolition as the case may be. If the rebuilding IS delayed from starting or interrupted public enemy or casualty or strike or governmental regulation, or if due to the magnitude and scope of the work it is impracticable to Complete it within such time period, the ll AMENDED RESTATED Revisions 7-9-12 1 delay shall not be deemed a delay or interruption that constitutes the Lessee in default In the eVent that the Master Trust Indenture or any Bend Indenture thereunder provides the Lessor or the Lessee with discretion as to whether to apply msurance proceeds either to repair, rebuild 0r restore the Hospital Facilities or to reduce outstanding bonds, and if there are any bonds issued pursuant to such Indentures which are outstanding at the time, Lessor. shall concur with Lessee?s eleCtion With respect to the application of such insurance proceeds. 16. Alterations and Improvements The Lessee shall have the right at its own expense to make any improvements, additions to or alterations in the Hospital Facilities provided that neither the value thereof nor its utility for the purpose intended 13 thereby impaired and provided further that stich alteratiOns and imprOVei?uents shall be deemed a part of the Hospital Facilities and Subject to the provisions of this Agreement; and provided ?irther, however, that any structural improvements, additions or alterations to any buildings leased hereunder, the cost of Which exceeds $500, 000. 00, shall be constructed only with the prior approval of Lessor. Nothing herein shall be deemed to qualify Lessees obligation under paragraph 7 hereof with regard to the level and variety of medically related services Which it offers Lessee shall have the primary respori'sibility for the cost of improvements, additions and alterations to the Hospital Facilities. Lessee may defray the cost of such improvements, alterations or additions by its own funds, by assuming the Obligations. of Lessor as issuer under a Master Trust Indenture or Bond Indenture pertaining to bonds, the proceeds of which are to be used to improve, alter or previde additions to the Heapital FaCilities, by issuing additional bonds or parity indebtedness as de?ned in the Master Trest Indenture and Bond In?dentu?r?es, or thmugh any other farm of ?nancing permitted by law and permitted under any indenture to Which Leasee is subject at the time of. such ?nancing, provided, however, that Lessee shall not he entitled to encumber its leasehold interest in the Hospital Facilities without the prior written consent of the Lessor. 17. Insurance and Indemnity. a. Lessee covenants that it shall keep the HOSpital Facilities insured at all times and carry such other insurance with respect to the operation and maintenance of the Hospital Facilities of such type and in such amounts as are normally carried by hospitals of similar type and size in the State of Florida, provided that the same shall meet the following minimum requirements: Fire and extended. coverage including, but notlimited to, insurance against loss or damage from lightning, Windstorm, bah-explosion, riot, civil eommotion, aircraft, vehicles, smoke, mischief and vandalism, or equivalent coverage obtainable through federal or state programs as may be approved for 1ssua11ce in the State of Florida, at all times and in an amount equal to ninety percent of the full insurable replacement "value of the property insured, as is detennhied in an appraisal, paid for by the Lessee and a copy of which shall be furmshed to the Lesser, by a quali?ed appraiser selected by the Lessee. The appraisal required hereunder shall be performed every ?ve (5) years commencing in the year 200.4 For the years during which an appraisal 13 not performed, Lessee shall internally record the replacement value of additions to and deletions from the Hospital Facilities and provide to Lessor a copy of sixth recurd and evidence that the Insurance required by this sub-paragraph 1s 111 full force and effect. 12 1111151111111) 11 assert-to 12113111221 195544 Revisions 1-9-11 5111;111:101: ii. Insurance coverage of boilers, pressure vessels and auxiliary piping with a limit of not less than Five Million Dollars Comprehensive general liability insurance, with limits of not less than Ten Million Dollars 000,000.00) annual aggregate for bodily injury and property damage; iv Business automobile liability insurance including property damage with limits of not less than Ten Million Dollars 000, 000. 00) annual aggregate; v. Workmen's compensation and employer's liability coverage as required by the laws of the State of Florida; vi. Business interruption insurance COVering the loss of 'antiCipated gross revenues by reason of the total or partial suspension of or interruption in, the operation of the Hospital Facilities, with such exceptions as are customarily imposed upon insureds, in an amount eQual to the Sum of maximum total principal and interest requirements under any T111131 Indentute' fer Which the Lessee has assumed responsibility relating to the Hospital Facilities, plus the amettut required to pay salaries of key personnel of the Lessee during any twelve month period as determined by its governing board; vii. Malpractice msurance protecting the Lessor and the Lessee against liability for death, injury, loss or damage occurring during an examination, diagnosis, treatment or care. of any patient of the Hospital Facilities and any other health care facilities owned or Operated by the Lessee in the minimum amount of Ten Million. Dollars annual aggregate; Fidelity Bonds on all of?cers and employees of the Disses "who have access to 0r haVe custody of gains revenues of the Lessee in amount of FiVe Hundred Thousand Dollars. ix. Other insurance covering losses and providing limits as are presently carried by the Lessor on ?the Hospital Facilities 01 the operation thereof to include, but not be limited to, ?ood and earthquake insurance, directors and of?cers liability insurance, medical staff committee insurance, accounts receivable insuranee, electronic data processing insurance and valuable papers insurance. Any insurance required to be carried under this paragraph may be included as part of any blanket or other policy or policies of insurance covering not only the Hospital Facilities but also other properties in which the inSu?red has an insurable interest in the caSe of preperty and, in the ease of all policies, shall include the Lessor as an additional named insured, may include additional named insureds other than the Lessor and may inelude deductibles or self-insured i-retent'ion levels as are deemed appropriate by the Lessee?s independent insurance consultant. Required limits of coverage may be provided by umbrella policies if such policies in the aggregate provide the same coverage required by this paragraph. Such inauranee may provide for deduetibles or co-in's'uran'ce deemed reasonable by the Lessee' 3 independent Insurance censultant. l3 AMENDED 8: LEASEQZI l9$64_1 Raisipns 7-942 FlNALdoc The Lessee shall ?le with the Lessor, not later than the 10th day of each ?scal year Of the Lessee, an opinion of the .Lessee's independent inaurance consultant to the effect that the coverages and deductibles maintained for all of the insurance policies required by this" paragraph are appropriate for hospitals of "similar type and size in the State of Florida. In the event the Lessee in good faith determines that any insurance required above 1s not Commercially available at a reasonable cost With reasonable terins it may engage an independent 1nsu1ance consultant identifying such independent insuranCe Consultant by name and quali?cations, to verify such determination and to make recomntendations regarding the types, amounts and provisions of any such insurance that should be p11rChased or funded by the Lessee (taking into consideration the costs and practices of other hospitals of, similar size and type in the State of Florida to the extent such infonnation is available) and alternative or supplementary programs to provide proteetion against the liabilities covered by such insurance. The gOVernin'g board of the Lessee may, upon resolution adopted in good faith and upOn the recommendations of its independent insurance consultant, adopt alternative or supplemental risk management programs which such board determines to be reasonable and which shall not have a material adverse impact on the Less?ee' reimburSement from third party reimbursers, including, without limitation, the right to self-manta in whole or in part as provided in subsectiOn of this paragraph to organize either solely or in. connection with other hospitals, or health care institutions or organizations, captive insurance companies; to participate in programs or captive insurance companies organized by others; to establish a self-insurance trust fund, or participate in mutual or Other couperative insurance or other risk management progl area with other hospitals or health care institutions or Organizations; to participate in or enter into agreements With any local state or federal governments in order to achieve such insurance to take adVantage of State or federal statutes or laws. now or hereafter in existence limiting liability; or to participate in: othe1 alternative risk management programs, provided, however, if the revision in insurance coverage which the Lessee proposes is required by third party payment rules or requirements of third party payers which comprise at le'aSt twenty percent of the Lessee's gross patient revenues, then the Same conclusively shall be deemed to be reasnnable and the Lessee shall net he required to submit the same to a consultant but shall submit evidence satisfactory to the Lessor that such amendment is required by such third-party "payment rules or requirements A copy of such recommendations by the independent Insurance consultant shall be ?led with the Lessor and the Lessee shall deliver to the Lessor in writing a copy of each alternative risk management program that has been adopted by its governing beard. Such program may be implemented on or after" the thirtieth day following the delivery of a written copy thereof to the Lessor. Notwithstanding the foregoing provisions of this section, if at any time it shall be unlawful to carry such insurance Or if at any time the Lessee shall be unable to obtain such insurance to the extent above required, either as to amount of Such 1nsur'ance Or as to the risks covered thereby or the deductible provisions thereof, it shall not constitute a default under the provisions of this Agreement if the Lessee shall carry _or cause to be carried such insurance to the extent reasonably Obtainable as certi?ed by. the Lessee's independent insurance consultant. b. Notwithstanding the foregoing, the Lessee shall be entitled to provide the coverage required by paragraphs and (vii) of subsection of this paragraph i4 AMENDED 5; RESTATED l9564__1 Revisions 7-9-12 thrdugh quali?ed self-insurance, provided that the requirements hereinafter set forth in this subsection are satis?ed. "Quali?ed sel?insurance" "means insurance ?maintained through a program of self-mourance or insurance maintained with a company or association in which the Lessee has a material interest or of which the Lessee has control either singularly or with others. Prior to participation in "any plan of quali?ed self-insurance not currently in effect, the Lessee Shall deliver to. the Lassor a copy of the. proposed. plan, (ii) a written report from the independent insurance consultant to the effect that" the maintenance of quali?ed self-insurance will not reduce Lessee?s net revenues below that which would result from continuing the insurance coverage, and an evaluation of the proposed plan by the independent insurance consultant together With an opinion of the independent insurance consultant to the effect that (A) the proposed quali?ed self~1nsurance will provide the envera'g'e required by paragraphs and (vii) of subsection of this paragraph; and (B) the proposed qualified self-insurance plan provides for the creation of actuarially sound reserves, provided that the independent insurance consultant?s opinion as to the actuarial soundness of reserves may be based on the opinion of a registered actuary. Each plan of quali?ed self-insurance shall be in written form, shall provide that upon the temlination of such plan reserves will be established or acquired in amounts. adequate to cover any potential retained liability in 1espect of self?insuiance, and shall be reviewed annually by an independent inscrance consultant or registered actuary who shall deliver to the Lessee a report on the adequacy of the reserves established thereunder 111 light of claims made. If the independent insurance consultant or. registered actuary determines that such reserves are inadequate in light of the claims; made, he shall make recommendations as to the amount of reserves that Should be established and maintained, and the Lessee shall comply with such recommendations unless it can be established to the satisfaction of the Lessor that such recommendatiOns are Unreasonable in light ofthe nature of the claims and the lustery of recovery against the Lessee for similar claims A copy of each quali?ed self?insutance plan and of each annual report thereof shall be delivered to the Lessor c. Each 1113111 ance policy required by this paragraph: (1) shall be by such ?nancially msurer or ins'urers quali?ed to Write the respective insurance in the State of Florida and of1ecogmz?ed standing; (ii) shall be in such forms and with such provisions (including the loss payable clause, the waiver [of Subrogation clause, and the designation of the named insureds) as are generally considered standard provisions for the type of insurance involved (provided that provisions superior to standard provisions shall satisfy this requirement); and shall prohibit cancellation or modi?cation by the insurer or the Lessee without at least thirty (30) days prior Written notice to the Lessor Without limiting the generality of the feregoiug, all msurance policies carry pursuant to clauses (vii) and (ix) of Subsection of this paragraph shall name the Lessor, the Lessee and, if there are any bonds issued pursuant to such Indentures which are outstanding at the time, the Trustee under the Master Trust Indenture and any Bond Indenture thereunder, as parties insured thereunder as the respective interests of each of such parties may appear arid losises under clauses (ii) and where such clause relates to casualty msutanCe, shall be made payable and shall be applied as provided in paragraph 18 hereinafter set forth. The net proceeds of 1nsurance required by clauses (V), (vii) and Where suCh clause provides for insurance other than casualty insurance, shall be applied towards extinguishrnent or satisfaction of the liability with the respect to which such insurance 15 2 AMENDED a scam-run 1315151221 1955-1?! Revisions 7?9: 12 proseeds are paid, and the net proceeds of Insurance required by clauses and (ix) Where applicable shall be applied and handled as all other receipts of the Lessee for use and application' 111 accordance with the provisions of this Agreement. Each such policy "shall provide that losses thereunder shall be adjusted With the insured by the Lessee on behalf of the insured parties except as quali?ed by the provisions of paragraph 18 hereof Copies of each such policy or" certi?Cate thereof shall be provided to the Lessor. d. Lessee shall indemnify, defend, and hold harmleSS Lasor, its successors and assigns, from and against any and all claims, demands losses, liabilities, judgments and expenses of any nature whatsoever including reasonable attorney's fees both at trial and appellate level and all costs of litigation, which may be asserted against or imposed upon Lessor or Lessor's title to Or interest in the Hospital Facilities and which may arise out of or be attributable to, directly or indirectly, Leasee's interest in the Hespital Facilities under this Agreement; the ownership or operation by Lessee of its business on the Hospital Facilities; any negligent or willful act or omission by Lessee, or any of its agents, contractors, servants, employees,- licensees, customers, or invitees, or mjury to or death of any person (including without limitation, the public) or loss or damage to any preperty', including loss of use thereof, occurring on the Hospital Facilities. The indemnity by Lessee hereunder does not qualify in any Way Lessons agreement to indemnify Lessee as provided for under subparagraph of this Agreement 18. Disposition of Casualty Insurance Proceeds Casualty insurance proceeds shall be dispOSed of 111 accordance with the provisions of the Master Trust lndenture and any Bond indentme thereunder if there are any bonds issued pursuant to such Indentures Which are outstanding at the time such proceeds we paid 111 all other cases casualty insurance policies required under this Agreement. shall provide that the loss, if any, shall be paid. "to a bank having trust powers doing business in Indian River County and selected by the Lessee (heieina?er referred to as "Trustee") as Trustee of such Insurance proceeds for the bene?t of the Lessor and the Lossee as their respective interest may appear. All fees and expenses of the Trustee shall be paid by the Lessee The Trustee shall not be reopensible- fer the collectitm dr non-collec?on of any insurance monies, but only for such msuiance money as shall come into its hands. Lessor Shall not be responsible for the collection of any insurance money hereunder, in any event. Notwithstanding the foregoing provisions in this paragraph, Lessee shall have the right to adjust and collect any losses of One Million Dollars 000, 000 00) or less, and the msurance policies required hereunder shall so provide. All colle'ctiOn of losSes in excites of One Million Dollars shall be made in the name of the Tru?istee and Lessee may conduct negotiatiOns for adjustments of all such losses, but no ?nal settlement of any loss in excess of 011.6 Million Dollars shall be made without Lessor?s prior written consent, which consent shall not be unreasonably withheld or delayed. In the event of the destruction of any of the improvements by fire, Windstorm or any other casualty for Which insurance shall be payable to Trustee, then Trustee shall make such funds available to Lessee for the reconstruction or repair of such damage or demolished improvements, as the case may be. The amount of work in place shall be paid out by Trustee from said account from time to time within ten (10) days from Lessee?s written draw for such funds based upon the written and certi?ed estimate of any reliable architect licensed in the State of Flonda having jurisdiction of such reconstructiOn. The architect shall certify to the Lessor 16 AMENDED 8: RESTATED I 19564?! Revision: 7-9-12 that the amount of such estimate is being applied to the payment of the reconstruction or repair for "work" in place and at a reasonable cost therefor and that after payment by Trustee of the draw reguest'ed, the remaining funds held by the Trustee are suf?cient to complete the Work in accordance with the plans. If the remaining balance would not be suf?cient to complete the Work in accordance with the plans, then Lessee shall immediately deposit Suf?cient funds with Trustee so that the remaining balance 13 su?cient to complete the work 111 accordance with the plans Pribr to the Commencement of any work or the disbursement of any funds by the Trustee, it shall be made to appear to the reasonable satisfactiOn of the Lessor that the total ametin't of money necessary to provide for the reconstruction or repair, in accordance with the plans, of the improvements damaged or demolished has been provided by Lessee for ?such purpose, The am0unt of money necessary for the reconstruction and the repair, which may be in excess of the amount reseived from such insurance policies, as reasonably determined by the Lessor as hereinafter set forth, shall be paid by Lessee to the Trustee prior to Lessee commencing any such work. The total amount of money necessary for Such repair and recenstruction of' 1111pr0vements shall be evidenced by a bona ?de- bid of a responsible general contractor or the aggregate of the bona tide estimates of reliable subcontractors and materialrn'en all licensed 1n the State of Florida and all of Which evidence must be submitted by Lessee to LeSsor no later than thirty (30) days before the 'work itself starts. The Trustee shall net be obligated to ermine or inquire into the propiiety of the issuance of any architect?s certi?cate on which Trustee may pay as aforesaid, provided only that the same shall comply to the best of the Trustee?s knowledge with the requirements set forth 1n this Agreement, nor shall the Trustee; be 1n any way responsible for the preper application of any funds held by Trustee after- the same has been paid out pursuant to the provisions of this paragraph. . Any excess money received from insurance proceeds remaining with Trustee after the 1econstruction or repair of such damaged improvements has been completed, shall be paid to Lessee if there has been no default on the part of Lessee 1n the performance of the covenants Contained herein. Lessee covenants and agrees with Lessor that no damage or destruction to any improvements, by ?re, Windstorm or any other casualty; shall be deemed to entitle Lessee to surrender possession of the Hospital Facilities, or to terminate this Agreement, or to violate any of its provisions, or to cause any rebate or reductiOn in the rent when due or thereafter becoming due under the terms hereof, and, if this Agreement shall be Canceled for Lessee's default at any time While there remains outstanding any obligation from any insurance "company to pay? for the damage or any "pait thereof, then the claim against the insurance company shall, Upon the cancellation of this Agreement, be deemed nnmediately to become the absolute and unconditional property of Lessor. 19. Less'or's PerformalnCe of Lessee's Obligations. If the-LeSsee shall fall to pay the costs of maintenance and repair or if Lessee shall fail to take out, maintain, and deliver, insurance policies, or if it shall fail to pay any taxes, or if it shall fail to perform any other act on its part covenanted herein to be performed by it, then the Lesser may, but shall not be obligated so to do, and Upon ?fteen (15) days prior written notice to the Lessee encept in the case of failure to, take out Or pay for insurance in which case no nonce or demand is required, perform the acts omitted or failed to be performed by the Lessee If such by the Lessor shall molar-memessmati aamspao a Resume Revisions e911 2 Constitute in whole, or in pan, the payment of monies, such monies so paid by the Lesser, tOge'ther' with interest at the rate of eighteen. percent per annual and reasonable. attorneys? fees and costs incurred by the Lessor in and. about the collection of the same, both at trial and appellate levels Shall be deemed additional rent hereunder and shall be payable to the Lesser upon demand or,- at the option of the Lessor may be added to any rent then due or thereafter becoming due Under this Agreement and the Lessee Covenants to pay any such Slims With interest and reasonable attorney's fees as aforesaid, and the Lessor shall have, in addition to any and all other rights and remedies herein provided, the Same rights and remedies in the event of non- payment as in the case of default by the Lessee in the payment of rent; 20. Condemnation. a. Complete Taking. If the whole of the Hospital Facilities, or such portion thereof as will make the Hospital Facilities unsuitable for the purposes of this Agreement ("complete taking"), is condemned for any public use or purpose by any legally constituted authority, then 1n either of such events this Agreement shall cease from the tinie when is taken by such public autho?ty and rental shall be accounted for between the Lesser and Lessee as of the date of the Surrender of possession Suchtetrnination Shall be Without prejudice to the rights of the Lessor or Lessee to each recover compensation. from the condemning authority for their respective loss or damage caused by such condemnation. Neither the Lessor nor the Lessee shall hays any rights in or to any award made to. the other by the condemning authority. DiSpos'ition of the award Shall be governed by the terms of the Master Trust Indenture and the terms of any Bond 'Indenture if there are bonds WhiCh have been issued under each Indenturefs outstanding at the time the cmdetnnation award is "made. b. Partial Taking. In the event of a taking less than a complete taking ("partial taking"), this Agreement shall net terminate Or be affected in any way, except as hereinaftel provided, and Losso'r and Lessee shall each be entitled to recover compensation from the condemning authority for their respective less or damage caused by such partial taking. Except as otherwise provided 111 the Master Trust hidenture and any Bond Indentur'e when there remains outstanding bondsissued thereunder, if the condemnation proceeds to which the Lessee is entitled shall be One Million Dollars or less, it shall be paid to Lessee in truet for application 'by Lessee to the. cost of restoring, repairing, replacing or rebuilding the improvements in accordance with the provisions of this Agreement, but if in excess of One Million Dollars than tothe Trustee designated pursuant to paragraph 18 hereot?. The portion of any condemnation proceeds so paid to the Trustee shall be disbursed by the Trustee in accordance with the provisions of paragraph 18 of this Agreement.- In the event of 'a partial taking, Lessee, upon receipt of the condemnation proceeds as provided above shall proceed with due diligence to restore, repair, replace or rebuild the remaining part of the improvements to their former condition as provided for' in this Agreement. In the event that the Master Trust Indenture or any Bond Indenture provides the Lessor or the Les'see with discretion as to whether to apply condemnation proceeds either to repair, rebuild or reato're the Hospital Facilities Or to reduce ontstanding bonds, and if there are any bonds iss?hed pursuant to Such Indentur'es which are outstanding at the time, Lesser shall concur with Lessee' 18 'zsotsanLeAsEceli AMENDED a arsmreo 15.63221 135644 Revisions 1.9-1: Hirsute: election with respect to the application of such cendemnation proceeds. In the eVent of a partial taking, this Lease shall terminate as to the portion of the Hospital Facilities so taken. 0. Temporary Taking. It, at any time during the term of this Lease, the whole or any part of the Hospital Facilities, or of Leesee' leasehold estate under this Agreement, or of the improvements shall be taken in cendernnatiOn proceedings or by any right of eminent domain for temporary use or occupancy ("temporary taking?), the Lessee shall Continue to perform and observe all of the terms, covenants, conditions and obligations hereof upon the part of the Lessee to be performed and observed as though such taking had not occurred. Subject to any provisions in the Master Trust Indenture or Bond Indentur'e to the contrary where there remains outstanding bonds issued thereunder, in the event of temporary taking, Lessee shall be entitled to receive the entire amount of the condemnation proceeds made for such taking Whether paid by way of damages, rent or otherwise, unless such period of temporary use or occupancy shall extend beyond the termination of this Agreement, in which case the condemnation proceeds shall be apportioned between Lessor and Lessee as of the date of termination of this Agreement. Lessee covenants that, upon the expiration of any such period of temporary use or oscnpan'cy during the term of this Agreement, Lessee shall, at Lessee's sele cost and expense, restore the improvements, as nearly as maybe reasonably possible, _to the condition in which the same were immediately prior to such taking. To the extent the receives "any portion of the Genderniiatim proceeds as compensation for the 00st of restoration of the improvements pursuant to this paragraph, Lessor shall pay such $11111 to Lessee Any portion of the condemnation proceeds received by Lessee as compensation for the cost of restoration of the improvements shall, if such period of temporary use or occupancy shall extend beyond the term of this Agreement, be paid to Lessor on the date of termination of this Agreement.- Governmental Action Short of Physical Taking In the case of any governmental action not resulting in the taking of any portion of the Hospital Facilities, but creating a right to compensation therefor, such as, without limitation, a change of the grade of any street, this Agreement shall continue in ?ill force and effect. Lessor shall be entitled to resolve the entiie amount of compensation made with respect to any such governmental action unless such governmental action results in physical damage to the Hospital Facilities, whereupOn Lessee shall be entitled to the award with respect to such damage and Lessee Shall proceed with reasonable diligence to conduct all restoration, repair and replacement necessary to remedy any snob physical da1n_,age and if the amount of such compensation is not suf?cient, Lessee shall provide the additional funds tequired Anything to the contrary herein notwithstanding, the disposition of condemnatiOH proceeds received pursuant to this Section shall be gOVel-ned by any applicable provision of the Master Trust Indenta're or Bond lndenture if at the time of receipt of such proceeds there "remains outstanding bonds issued thereunder. 21. Access to Records. Lessor recognizes that Lessee is or expects to become a participant in "var?ions third party payment ptogra?ma including, without limitation, Medicare, Medicaid, and Blue. Cross/Blue Shield, which participation is essential to the ?nancial viability of Lessee. 'Thercfote, in connection "with the subject matter of. this Agreement, Lessor agrees to fully cooperate with Lessee and provide assistance to Lch'ee to the end that Lessee will be able to inset all requirements for participation and payment associated with such third paity payment programs including, without limitation, the matters more speci?cally discussed below. In order 19 zaoisrsionisnssomz AMENDED 11311551221 195511 Revisions-9.12 to assure that payments made to Lessor by or on behalf of Lessee pursuant to this Agreement are included to the extent apprOpriate in determining the reasonable costs incurred by LeSsee as a provider of service under the Medicare Program, Lessor agrees that, if this Agreement is determined to be a contract beaveen the provider and any of its subcontraCtors which is entered into after the date of enactment of Social Security Act ?186l(v)(1)(i) and the value or cost of which 13 Ten Thousand Dollars 000 00) or more over a twelve (12) month period, Lessor will perform the obligatiOns as may be from time to time speci?ed for subcontractors 1n Social Security Act ?1861(v)(l)(i) (and the regulations promulgated in implementation thereof), which currently reads as follows: In determining such 1easonable cost, the Secretary may not include any costs incurred by a provider with respect to any serviCes furnished in connection with matters for which payment may be made tinder this suhchapter and fumished persuant to. a contract between the provider and any of its subcontractors which is entered into after December 5, 1980, and the value or cost of which or more over a twelve-month period unless the contract contains a clause to the effect that: until the expiration of four years after the furnishing of each services pursuant to such contract, the subcontractor shall make available, upon written request by the Secretary, or upon request of the Comptroller General, or any of their duly authorized repreSentatives, the, contract, and books, documents and records of such subcontractor that are necessary to certify the nature and extent of such costs, and if the subcontractor carries out any of the duties of the contract through a subcontract, with a value or cost 0410,00000 or more over a twelve-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four years after the ?irnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request by the Seereta'ry, or open request 'by the Comptroller General, or any of their duly authorized tepresentatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs The Secretary shall prescribe in regulation criteria and procedures Which the Secretary Shall use in obtaining access to books, documents, and records under clauses required in centracts and subcontracts Under this sobparagrapli." In addition, Lessor agrees to make available to Lessee such information "and records as Lessee may reasonably request to facilitate Lessee?s compliance with the requirements of the Medicare Conditions of Participation and the Medicaid State Plan and to faeilitate Lessee?s substantiation of its reasonable costs in accordance with the requirements applicable to Lessee pu?rsoant to the Medicare and Medicaid Programs including, WithOut limitation, the reguireme'nts contained in 42 CPR. Sabpart of Part 405', 42 C.F.R. Subpaxt of Part 420, and 42 Subpait ofPart 455. 22. Default The failure by either the Lessor or the Lessee to do or perform any Substantial act required of such party by the ternis of this Agreement, including but not limited to, compliance by Lessee with all of the obligations and covenants which it has assumed with respect to the Master Trust lndentu're and any Bond Indenture, or the failure of the Leesee to 20 AMENDED RESTATED Revisions T-9-IZFTNAL110C make any payment required hereunder on or before its due date, time being of the essence, shall constitute a default of the obligations of such party under this Agreement. If any proceedings in bankruptcy or insolvency be ?led against the Lessee or if any writ of attachment or writ of execution be levied upon the Lessee and such proceedings or levies shall not be released or dismissed within "sixty (60) days thereafter, or if the Lessee shall make an assignment for the bene?t of creditors or shall voluntarily institute bankruptcy or insolVency proceedings, any such act shall constitute a default 011 the part of the Lessee under" this Agreement. 23. Curing of Defaults Except as otherwise provided 1n the Master Trust Indenture or as provided for in any Bond Indenture, if there are any bonds issued pursuant to sueh lndentur'es which are outstanding at such tinie, Whenever Lessee or Lessor takes an action or fails to act and such action. or failure to act constitutes a default of the obligati'Ons of such party under this Agreement, the party not in default shall give the defaulting party written notice of such default and shall grant the defatilting party a period of one hundred twenty (120) days from and after receipt of such notice Within which to Cure Such default. If the default specified is not the failure to pay meney and it is not possible to con-eat su?ch default Within Such 'one hundred twenty (120) day period, then such period shall be extended from time to time as long as the defaulting party. exercises and continues to exercise due diligence to remedy such default. The giving of such written notice and the granting of such period within which. to cure such default shall be a condition precedent to the exercise of any other right or remedy by the party not in default. . 24. Remedies. In the event that either party shall become-in default of its obligations under this Agreement, and in the further event that such paity shall fail to cure such default within the time provided therefor by the provisions of paragraph 23 of this Agreement, then upon the expiration of the pariod provided therein for the curing of such default, the party not then in default under this Agreement may, at the option of such party, exorcise any one Or there of the following remedies which are cumulative: a. Such party may declare this Agreement to be tenninated and shall thereafter have no further obligations to the other hereunder; b. Alternatively or in addition thereto, such party may seek to compel performance by the defaulting party of the obligations. of such defaciting party hereunder, including the payment of all amounts then due; and Alternatively or in addition to either or both of the foregoing remedies, such party may recover from the defaulting party the amount of damage, loss, and expense, including without limitation reasonable attomeys' fees incurred 111' the exercise of Such remedy, suffered or sustained by the party not in default as a proximate result of the default of the other. party, Any such declaration or termination, and any such actiOn or notice of intention to compel performance or recover claimed damages, shall be deemed to constitute cen'clu'sive evidence of the existence of a controversy or disagreement between the parties within the meaning of paragraph 26 of this Agreement. The party elain?ng such default to exist shall exercise its rights 2! zmistalcmaassuon AMENDED assures 1555131221 l9564_l Revisions 1-9-12 nNALaoc or remedies by serving a demand for submission to arbitration and by proCeeding with arbitration as set forth 111 paragraph 26 of this Agreement The exercise of Such remedy or remedies through aibitration Shall be deemed to constitute a condition precedent to the exercise or enforcement of such other remedies as the party not in default may have either under law or provided for herein. Any remedy provided for hereunder shall be cumulative with remedies provided under the Master Trust Indentur'e or any Bond Indenture if there are any bonds is?stred persdant to such Indentures Which are outstanding at the time such remedy 1s exercised. 25. Informal Issue Resolution. In the event that either Lessor o1 Lessee identi?es an issue with respect to the ful?llment of either party Obligations under this Agreement Which it would like to present to the other for review and resolution, it may by Board resolutiOn refer the iseue to a committee Consisting of the Chairman and Vice Chairman of the boat d. of trustees cf Lessor and the Chainna'n and Vice Chairman of the board of directors" of Lessee. A meeting of the committee ?shall be held as soon as practicable, considering the urgency of the issue presented, and the committee members shall employ their best efforts to discuss and resolve the issue prior to institution of any formal remedy provided for under this Agreement Unless failure to initiate such remedy would canes irreparable harm. 26. Arbitration. Subject to any provisions in the Master Trust Indenture or any Bond Indenture if there me any bonds issued pursuant to such Indentures outstanding at the time, any controversy or diSagreeruent which may ariSe between the Lessor and the Lessee regarding the rights, duties, or habihues hereunder of either party or with respect to the interpretation or application of this Agreement including the provisions of paragraph 24 hereof shall be determined by arbitration 111 accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association The party desiring to institute such arbitration shall commence the same by ?ling Written notice upon the other party. Upon the neglect er retbs?a'l of a party to submit to arbitration, the requesting party may proceed 1n accordance with Chapter 682 Florida Statutes (Florida Arbitration Code) 27'. Assignment. Provided the Lessee is not then in default of any of the Lessee's Obligations under this Agreement, the Lessee shall at all times during the term of this Agreement hate the full right to either assign or transfer all or a portion of the Lessee? 3 rights and interests under this Agreement or Sublet all or a portion of the Hospital Facilities to any Florida not? for- pro?t charitable corporation which then is and remains, during the unexpired term of this Agreement, an af?liate or subsidiary of the Lessee, or to any Florida notefor+pro?t charitable corporation which then "is and remains, during the unexpired term of this Agreement, the successor in ownership to Substantially all of the assets of the Lessee and whose activities and purposes are substantially similar to the carpor'ate activities and purposes of the Lessee. In each such instance the articles of incorporation and bylaws of such entity shall be subject to the approval of the Lesser. Except for assignments, transfers, or subleases to subsidiarres, af?liates, and successors as set forth above, the Lessee shall not, without the Lessors prior written consent being ?rst obtained, assign, or transfer the rights and interests cf the Lessee under this Agreement Or enter into any Sublease of Hospital Facilities. The Lessee shall give the Lessor written notice of the .Lessee's' intent to make any assigmnent, transfer or Sublease as to which the Leesor?s consent is required, which notice shall identify the proposed assignee, transferee, or sub- lessee and which shall be submitted to the Lessor accompanied by a copy of the proposed 22 AMENDED a 11111351221 [9564?] Rm-isioos 1.9?12 agreement of the assignment, document of transfer, or sublease. The Lessor shall not unreasonably withhold the Lesser's consent to such assignment, transfer, or sublcase, and shall give such written consent, 0r shall give written notice of the Lessers grOunds for declining to give such censent, within thirty (30) days after the Lessor' receipt of the Lessee? written notice of intent to assign, transfer or sublet. Any such permitted assignee or transferee shall execute an acceptance and rati?cation of this Agreement whereby such assignee or transferee shall expressly aCCept, assume, and agree to Carry out all of the terms and covenants in this Agreement to be kept and performed by the Lessee The appr?Oval of a sublease shall not relieve the Lessee of an of its obligations under this Agreement nor shall any Sublease. be permitted to assign, transfer or further sublease Hospital Facilities without the consent of the Lessee as 'hereinbefore previded. Lessee?s right of assignment, transfer, or sublease is further quali?ed by any restrictions imposed by the Master Tt?uSt Indenture and any Bond Indentl'ire, if at the thine of such proposed assignment, transfer, or Sublease there are any bonds issued pursuant to such indentures which are outstanding. 28. Lessor's Right to Receiver Upon Default of Lessee. In addition to any other SeeIirity' for the performance of this Agreement, the Leases hereby assigns to the Lessor all of the rents and pro?ts which might otherwise ascrue to the Lessee from the use, enjoyment, and operation of the Hespital Facilities, such assignment to become effective, however, only after default by the Lessee in the performance of its obligations under this Agreement If the Lessor, upon default of the Lessee, elects to proceed to arbitration to enforce the Agreement and protect the Lessors right hereunder, the Les'sor may upon notice to the Lessee, ancillary to such proceeding, apply to any Court having jurisdic?on for the appointment of a receiver of the Hospital Facilities, and thereupon the court may forthwith appoint a receiver with the usual powers and duties of receivers in like cases. 29. wNon-Waiver The failure of Lessm to insist upon a strict perforaiance of any of the terms, conditions and envenants herein shall not be deemed to be a waiver of any rights or remedies that Lessor may have and shall not be deemed a waiver of any breach or default in the terms, conditions and covenants herein contained except as may be expressly waiver by Lessor in writing. The maintenance of any action or proceeding to recover Possession of the Hospital Facilities, or any installment or installments of rent or any other monies that may be due or become due from Lessee to Lesson shall not preclude Lesser ?10111 thereafter instituting and maintaining subsequent actions er proceedings for the recovery of possession of the Hospital Facilities and the recovery of any other monies that may be due or become due from Lessee. 30. Attorneys? Fees. "In the event either Lessor or Lessee shall bring any action or proceeding for damages for an alleged breach of any provision of this Agreement, to re'cOver rents, or to enforce, protect, or establish any right or remedy of either party, the prevailing party shall be entitled to recover as a part of such action or proceedings, reasonable attorneys' fees, arbitration costs and. Court costs at both trial and appellate levels Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, aCcidents, tires, explosions, 23 AMENDED RESTATED [9564_l Revisions 73-12 earthquakes, ?oods, failure of transportatiOn, strikes Or any similar Cause beyOnd the reasonable control of either party. 32. Sever ability. 111 the event any provision of this Agreement 18 held to be invalid, illegal or unenforceable hit any reason and in any respeet, such invalidity, illegality or unenforceability shall 111 no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall be 111 full force and effect enforceable in accordance with its terms. :33. Thus of the Essence. It is understood and agreed between the parties hereto that time is of the essence of this Agreement. 34. Notices. All notices to be given under the teens of this Agreement shall be in writing signed by the persons serving the same, and shall he sent by registered mail or certi?ed mail, return receipt requested, and postage prepaid, to the address of the parties below speci?ed. Lessor' addreSs for notiees shall be: Chainnan of Board of Trustees, Indian River County Hospital District, 3730 Seventh Tenace, Suite 204- B, Vero Beach, Flo?da 32960; and the stee' 3 address for notices shall be: cio President and Chief Executive Of?cer, Indian River Memorial Hospital, Inc, 1000 36th Street, Vero Beach, Florida 32960. The parties he1eto, if addresses are subsequently changed, shall designate 111 writing the amended and subsequently speci?ed address. Notices for the purpose of this Agreement shall be deemed to have been receiVed when mailed as provided' 111 this paragraph. 35. Captions. The titles to the paragraphs contained herein are for convenience only "and do not de?ne, limit, or construe the centents of such paragraphs and are in no way to be construed as a part of this Agreement. 36, Governing Law. This agreement shall be governed as to validity, interpretation, construction, effect and 111 all other respects by the laws of the State of Florida, and the venue for any court proceedings shall be Indian Rive1 County, Florida. 24 manner: at ansrarno 1.1511351221195644 Retains 1.9.12 16111111111? IN WITNESS WHEREOF, the parties hereto have caused these presents to be lamented in their behalf by their proper of?cers and their reSpective corporate seals to be af?xed thereto as of the day and year ?rst above written. Signed, sealed and delivered in the presence LESSOR: INDIAN RIVER COUNTY of: HOSPITAL DISTRICT ?Masai; S) Lit By: Print} Name 0 6 SM mi Print Name: . Print Title: VVMH Vi ATTEST. Print Name; ARK (?dab 0.0410 By: W26 Print Name: ?a La Print Title: Vt, Hat/Vt (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF INDIAN RIVER I HEREBY CERTIFY that before me, a Notary Public ep sonally ap earedL?WS mam as Chairman, and WM. (??t/Lave? as 3&1?etary of Indian Rivet County Hospital Dietrict known to me to be the indiv?uals described in and who executed the foregoing instrument as ChaimIan of the Board of Trustees and Secretary of the Board of Trustees, respectively, of the speeial taxing district named in the foregoing instrument, and they severally acknowledged to and before me that they executed said instrument on behalf of and 111 the name of said special taxing district as such of?cers; that the seal af?xed to said instrument is the corptnate seal of said Special taxing district and that it Was af?xed thereto by due and regular authority, that they are duly authorized by said special taxing district to execute said instrument and that said instrument is the free act and deed of said Special taxing disinct. WITNESS my hand and official seal 1n the state and county last aforesaid this day armatmaf 20 1,2, ?nun g?N If Name: . 65/? (A1111 Seal) Enplree 9119121113 - NOTARY PUBLIC, State ofFlorida 2.5 AMENDED Revisions 19?12 HNALBOI: Signed, sealed and delivered in the presence of: A Print Name: Fromm, /?41 ?(Midas/Ma} STATE OF FLORIDA COUNTY OF INDIAN RIVER LESSEE: INDIAN RIVER MEMORIAL HOSPITAL, INC. By: 1% (Ah?w Print Name: Print Title: . "Wit?: 1' ATTEST: By: 6 A Print Name: CE) \Cw WQ PrintTitle: gm max/ (CORPORATE SEAL) I HEREBY CERTIFY that before me, a Notary Public, personally appeared Richard Wail, . as Chairman, and. Alan Polackw1'ch as Secretary of Indian River Memorial HOspital, Inc, known to me to be the individuals described in and who executed the foregoing instrument as Chairman and Secretary of Indian River Memorial Hospital, 1110., respectively, of the not-for-pro?t corporation named in the foregoing instrument and they severally aCknoWledged to and before me that they 'eXecIIted said instrument on behalf of and In the name of said corporation, as such of?cers; that the seal af?xed to said instrument is the ?corporate seal of said not- for?pro?t corporation and that it was affixed thereto by due and regular authority, that they are duly authorized 'by said net-for? pro?t corporation to execute said instrument andthat said instrument is the free act and deed of said not~for?pro?t corporation. WITNESS my hand and of?cial seal in the state and county last aforesaid this 9? day 3 2.0 i3?. Notary Pubiic state or Fioada Melinda Henna My Commissim EE066488 Expires 26 Mama Name: at i (T. H?nh-Qh NOTARY PUBLIC, State of Florida AMENDED RESTATED LEAsmz'l Roasters 7-9-12 EXHIBIT AMENDED AND RESTATED LEASE OF HOSPITAL FACILITIES AND AGREEMENT FOR OPERATION OF INDIAN RIVER NIEMORIAL HOSPITAL ONE The West ?520 feet of the Northeast hoe-quarter of Northwest one-quarter of Section 36., Township 32 South, Range 39' East less easements and rights-of-wey of record And That part of the Northwest one?quarter of Netthwe'st one-quarter of SeetiOn 36, Township 32 South, Range 39 East being more particularly described as beginning at a point 453.12 feet East of the Northwest comer of said Northwestt one?quarter of Nolthwest one?qualter said point lying on the North line of said eetion :36; thence run South 04 degrees 53' 23? West a distance of 100.76 feet; thence {1111 South 05 degrees 37? 50" West a. distance of 46.2.1.8 ?feet; thence 11111 South 00 degrees 35' 41" West a distance of 23 1 .20 feet; thence run Sooth 32 degrees 50' 49" East a distance of 299.62 feet; thence 11111 North 89 degrees 34? 17" East a distance of 535.90 feet; thence run South and parallel to the Bastliue of said Northwest one-quarter of Northwest one-quarter a distance of ?3298 feet more or less to the South line of said Northwest one- quarter of North~WeSt One quarter; thence run Bast along Said South line adistence of 2.38 feetmore or less to the. Southeast comer ofs?aidNorthwest one quarter of Northwest one-quarter; thence run North along said East line of Northwest ene- quarter of Nor?lwest one-quarter to the Northeast cemer of said Northwest one- quarter of Northwest one?quarter; thence run West along the North line ofNorthwest one-quarter of Northwest one-quarter a distance of 873 42 feet to the point of Less and except easements and rightsuofhway of record Said land lying and being 111 Indian River County, Florida. ?mi?m ?Ham?W?. . Together With a non-exclusive easement 1n favor of Lessee, its successors in title, assigns, employees, tenants, licensees and invitees for' ingress and egress over and upon the roadways now situated upon and hereinafter constructed upon the real property deseribed as: The. Northwest 'one quarter of the Northwest one quarter and the Northeast one quarter of the Northwest one quarter of Section 36, Township 32 South, Range 39 East, said land lying and being 111 Indian River County, Florida lessorreserves to itself its successors in title, assigns, employees, tenants, licensees and invitees a non-exclusive easement for mgress and egress "over and upon the roadways new situated upon and hereinafter constructed upon the real property desctibed. as: The Northwest one quarter of the NonhWest one qualter and the Nonhe'ast one quarter of the Northwest one quarter of Section 36, Township 32 South Range 39 East, said land lying and behig' 111 Indian River County, Florida PARCEL TWO (Oncology Center)- AS O-i?o otsttip of land containing approximately 0.33 acres, said strip beinghomided and described as follows: Beginning at a point on the south line section 36, Township 32 South, Range 39 East,ai1d 229 62 feet west of the S. E. comer of s3id NW 1/4 of W. thende run N. 89 degrees 4159" a distance of 500 feet; thenceN 00 degrees, 24'19? W, a distance of 289 95'; thence Inn N89 degrees of distance of 50'; thence run 00 degrees, 24'19" E, a distance 0f 290.99' to the Point of- beginning. Said parcel contains 033 acres more or less All above said land lying and being in Indian River County, Florida, and subject to all easements and lights of Way of reserd. This strip of land is shotvn 011 a plan of land by Carter Associates, 1110., of Veto Beach, dated Septemhet 6, 1985, and identi?ed No.10 F3 327; Pg. 52, and 1s identi?ed thereon as ?Parcel ?wru- . . Mum?mu?n c- E. ARCEL THREE (Hells?top) A parcel of land consisting of approximately .489 acres, said parcel being bounded and described as follows: Co'miaencing at the SouthWest comer Section 36, Township 32 South, Range 39 East, runNorth along said Sectidn line a distance of 661. 82 feet;- thence run 8 87 degrees, E, a distance of 16 17 feet to the Point of Beginnihg; thence 11111 59 degrees 0627" B, adistance of 123.25 feet; thence'roh 86 degrees 31?46" E, adistance of 127.49 feet; thencerunN 00 degrees, 44?3 0" a distance of 139.60 feet; thence 11111 62 degrees, 18307? W, a distanCe of 103.87 feet back to said Point of Beginning, said land. lying and being in Indian River County, Florida. Subject to easements, _-reservat_iot_1_s, reshictions and. ?ghts ofWay? of recent, This parcel of land is shown an a?Boundary Survey prepared by Carter Associates, ..,Ino of Vero Beach, Florida, dated January 28, 1987, and 1dent1?ed asProJectNo 11553- FHB 370 Pg 61 2 (Center for Emotional and Behavioral Health) A parcel of land consisting of approximately 8 00 acres, said parcel being hounded and described as followers: Apar'eel 1n the Southwest quarter of Seotion 25, Township 32 South, Range 39 East, more patticularly described as folloWs: Comanchig at the Southwest corner of said Section 25, 11111 North along the West Section line, 55. 0 feet to the North right~o of-way of 37th Street, thence 11111 Easterly, parallel with the South Section line, along said righthof? ?Way 30. 0 feet to the Point of Begimung Front the Point of Beginning, 11111 North, parallel with aforesaid West Section line 660.0 feet; thence run Easterly, parallel with aforesaid South Section line, 528.0 feet; thence 11111 South, parallel to aforesaid West Section line 660.0 feel: to the North right?ofsway of 37th Street; thence 1-1111 Weste?y along [11 aid 1i ghtsof-way, 131111116110 the aforesaid. South Section line, 528.0 feet to the Point of Beginning. All the above Situate in Indian River. County, Florida and containing 8.00 acres, more or less. .o_.ue .wr? yu- EARCEL FIVE Avenue Property) PARCEL A: That portion of'TI'acts 7 and 8 in Section 11, Township 33 South, Range 38 East, hdjan'RiVer Farms Company Subdivision according to the plat therti?r?? recordedjn Plat Book 2, page 25, of the Public Reedrds of St. Lucie County, Florida, now lying and being .in'Ind'ian' River County.- Flerida, described as fellows: Comoreme at the Southwest comer of said Tract thence run Nerth 89 degrees 23 minutes 59 seconds East, along the South line of. said Tract 7 for 456.36 feet; thence 11111 North 00 degrees 12 minutes 28 West for 60.00 feet to the North ?ght'ofway line efRosHlale "Read (12th Street), to the point of beginning; North 00 degrees 12 minutes 28 seconds West for 813.42 mo North 89 degrees 23 minutes 59 seconds East for 2179.53 feet to the West right of way line of Ranch Road; thence run "South 00 degrees 12 minutes 13 seconds Beer 30 feet Wee stand parallel to the-East line of said Tract 8 along the West right of way line of said Ranch Road for 673.42 feet; thence Inn South 89 degrees 23 minutes 59 Seconds West. 2.00 feet North of and parallel to the South line of said Tract '8 for 217.81 feet_;_thence mu South 00 degrees 12 minutes 13 seconds East for 140.00 feet to the North right of way line of said Rosedale R0 ed; thence run South. 89 degrees 23 minutBS 59 Seconds West 60 feet North of and parallel to the South lines of said Tracts 7 and 9 for 1961 77 feet to the point of said land lying and being Indian R1ye__r County, Florida. PARCEL B: Tha'tportion 0f Tract 7 in. Section 11, Township. 33 South. Range 38 East, Indian River Farms Company Subdivision, according to the plat thereof, recorded in Plat Bookz, page .25 of the Public Records of St. Lucie County, Florida, now lying and being in Indian River. County. Florida. described as follows: Commerce at the Southwest comer of said Tract 7, thence run North 89 degrees 23 minutes 59 seconds ?East along the South line of said Tract 7 for 456.36 feet; thence run North 00 degrees 12 minutes 28 seconds West for" 873.42 feet to "the point of beginning; thence continue North 00 degrees 12 minutes '28 seconds West for 267.19 feet; thence run North 89 degrees 23 minutes 59 seconds East for 876. 65 feet to the East line of said Tract 7; thenee run South 00' degrees 12 Mates 19 seconds East along the East line of said Tract 7 for 267.19 feet; thence run South 89 degrees 23 minutes 5. 9 seconds West for. 876.64 feet to the point of beginning; said land lying and being in Indian River County, Florida. whom/Wellness Trail) A parcel of land being bounded and describcdas ?0110st The Best 340 feet of'the South 8.00 feet and the West 473.77 feet "Of the" East 8 13.77 feet?of?Ie South 3 10 feet ofthe Northeast quarter of the Noxihwest quarter of Section 36, Township 32 South, Range 39 East, lying and. being in Indian River County, Florida. Lessee shall use Parcel Six exclusively for the purpose efa ?tness/welhless' trail, and for ?no othet purpose whatsoever. Parcel Six shall remain a part ofExhibit until such time as Lessor determines that Parcel Six should be utih?zed for some other purpose or .?metion xeasonahly necessary to the discharge of the Lessor?s responsibilities under Chapter 2003?382, Laws of the State of 'Flo?da. At such time as Lossor detem'?nes? that Paroei? Six should be used for suoh othetj purpose or function, Lessor shall. notify IeSSee of such feet in twiting; and Parcel Six shall be rammed from Exhibit e?fe'o?v?e sixty (60) days thereafter. PARCEL (Emergency Fac?ities'Exp ausion) TheNorthWest 11'4 of the Northwest U4 of Seotio'n 36, Township 32 South, Range 39 Best, Indian Bitter County, Florida; ?less and except all road ?ghts?ofeway of record; endless and except that part of the certain described property for ?Lease ofHosPital Facilities and Agreement for Operation of Indian River Memorial Hospita being described as follows: .. amt?? Beginning at a point 453.12 feet East of the Northwest comer of said Nor?lwest 1/4 of NorthWest 1/4, said point lying on the North line of said Section 36; thence run South 04?53'23" 'West, a distance of 100.76 feet; thence run South 05?37?50" West, a. distance of 462.18 feet; thence run south 00?3 5'41" West, a distance of 231.20 feet; thence ru'n Scuth 32?50?49" East, a distance of 29 9.62 feet; thence 11111 North a distehCe of529.61.feet; thence mos ojuth a?d parallel to the East ?line of said Northwest 1/4 of Northwest 1/4, a distance of 285.11 feet more or less to the Seuth line Of said Northwest 1/4 of thence. run East along said South line, a distance of 239.62 feet more or less to the Southeast corner of said Northwest 1/4 of Northwest 1/4; thence mo Nerth along said East line of Notthwest 1/4 of Northwest. 1/4. to the Northeast comer of said Northwest 1/4 of Northwest 11'4; thence run West alengthe line ofNoiithWes't 1/4 ofNorthwes't 1/4, a distance of 866.36 feet to the point ofbeginning; 1683 and GXeept Parcels Two and Three- above, and less and etcept? the Smith 260.00 feet of the West 934.00 feet of the North'v?test 1/4 of the Northwest 1/4 of. Section 36, Township 32 South, Range 39 East. All lyihg and being in Indian River County. Subject to all easements, _'tes.efv.ations', restrictions and rights-of~way ofrectird. The inclusion of Eareel Seven in Exhibit is strictly Conditioned upon Lessee constructing thereon parking facilities and roadways associated with an expanded emergency care .depattment and related facilities (collectively, ?Emergency" Care Faoilities"). Iflossee fails to initiate construction of the Emergency Care Facilities Within one year from January 28, 20 04, or to complete construction ofthe Emergency CareFaeilitie's withinthreeyeers ?ne: January 28, 2004, Parcel Seven, at the election of Lessor, shall be removed from Exhibit LESS AND EXCEPTING PARCEL EIGHT (Hospice House Overlap) The West 65.00 feet__of__the Beet. 340.00 feet of the South 800.00 feet, less the South 310.00 feet thereof of the Northeast 1/4 of the Northwest 1/4 of Section 36,- Township 32? South, Range 39 East, Indian River County, Florida. WIT. A I DESCRIPTION OF PARCELS OF LAND OF LEASE AREA FOR INDIAN RIVER MEMORIAL HOSPITAL, INC. HOSPITAL PROPERTY THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 AND THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 32' SOUTH, RANGE 39 EAST, LESS AND EXCEPT THE NORTH 75 00 FEET THEREOF FOR 37TH AVENUE ROAD LESS AND EXCEPT THE SOUTH 260. 00 FEET OF THE WEST 934 00 FEET OF SAID NORTHWEST 1/4 OF THE NORTHWEST 1/4 SECTION 36; LESS AND EXCEPT THAT CERTAHY LAND INCLUDING HOSPICE AND BEING A PART OF SAID NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 36, BEING DESCRIBED AS FOLLOWS: THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 32 SOUTH RANGE 39 EAST, LESS AND EXCEPT THE WEST 520.00 LESS AND EXCEPT THE EAST 275. 00 FEET OF THE SOUTH 300 00 LESS AND EXCEPT THE SOUTH 310.90 AND LESS AND EXCEPT THE NORTH 75 00 FEET THEREOF THE ABOVE OVERALL DESCRIBED LAND TOGETHER WITH A NON- EXCLUSIVE BASEMENT IN FAVOR OF LESSEE, ITS SUCCESSORS IN TITLE, ASSIGNS, EMPLOYEES, TENANTS, LICENSEES AND INVITEES FOR INGRESS AND EGRESS OVER AND UPON THE ROADWAYS NOW SITUATED UPON AND HERINAFTER CONSTRUCTED UPON THE REAL PROPERTY DESCRIBED AS: NORTHWEST 1I4 OF THE NORTHWEST 1/4 AND THE NORTHEAST 1M OF THE NORTHWEST 1I4 OF SECTION 36, TOWNSHIP 32 SOUTH, RANGE 39 EAST, SAD). LAND LYBIG AND BEING IN INDIAN RIVER COUNTY, FLORIDA [804: ACRES HOSPITAL LESSOR RESERVES TO ITSELF, ITS SUCCES SORS IN TITLE, ASSIGNS, EMPLOYEES, TENANTS, LICENSEES AND INVITEES A EXCLUSIVE BASEMENT FOR INGRESS AND OVER AND UPON THE ROADWAYS NOW SITUATBD UPON AND HEREINAFTBR CONSTRUCTBD UPON THE REAL PROPERTY DESCRIBED AS: THE NORTHWEST 1/4 OF THE NORTHWEST U4 AND THE NORTHEAST 1I4 OF THE NORTHWEST 1/?4 OF SECTION 36, TOWNSHIP 32 SOUTH, RANGE 39 BLAST SAID LAND LYING AND BEING 1N INDIAN RIVER COUNTY, FLORIDA. [80$ ACRES HOSPITAL TRAIL SUBJECT TO CONDITIONS. UPON THE FITNESSMELLNESS TRAIL DESCRIBED AS FOLLOWS: I THE HAS 1? 27s 00 FEET OF THE SOUTH 800. 00 FEET OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4, AND THE SOUTH 310 00 FEET OF THE NORTHEAST 1x4 OF THE NORTHWEST 1/4, LESS AND EXCEPT THE WEST 520.00 FEET, AND LESS AND EXCEPT THE EAST 275.00 FEET THEREOF. ALL IN SECTION 36, TOWNSHIP 32 SOUTH, RANGE 39 EAST. SUCH CONDITIONS ARE AS FOLLOWS: SHALL- USE FITNESSAVELLNESS TRAIL EXCLUSIVELY FOR THE PURPOSE OF A TRAIL, AND FOR NO OTHER PURPOSE WATSOEVBR. PARCEL SHALL REMAIN A PART OF EXHIBIT UNTIL SUCH TIME AS LESSOR DETERMINES THAT SUCH PARCEL SHOULD BE UTILIZED FOR SOME OTHER PURPOSE OR FUNCTION REASONABLY NECESSARY TO THE DISCHARGE OF THE RESPONSIBILITIES UNDER CHAPTOR 2003 382, LAWS OF THE STATE OF FLORIDA. AT SUCH TIME AS LESSOR DETERMINES THAT SUCH PARCEL SHOULD BE USED FOR SUCH OTHER PURPOSE OR FUNCTION, LESSOR SHALL NOTIFY LESSEE OF . SUCH FACT IN WRITING, AND SUCH PARCEL SHALL BE REMOVED FROM . EXHIBIT EFFECTIVE SIXTY (60) DAYS EMERGENCY FACILITIES EXPANSION AND SUBJECT TO CONDITIONS UPON THE EMERGENCY FACILITIES . EXPANSION DESCRIBED AS FOLLOWS - AT THE NORTHWEST CORNER OF THE NORTHWEST 1.!4 OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 32 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, RUN 89?47?00" ALONG THE NORTH LINE OF SAID SECTION 36, A DISTANCE OF 453.12 FEET TO THE POINT OF FROM SAID POINT OF EEGEINING RUN THE FOLLOWING COURSE ALONG THE WEST BOUNDARY LINE OF OF HOSPITAL FACRITIES AND AGREEMENT FOR OPERATION OF INDIAN RIVER MEMORIAL 04?53'23" w, 100.76 05?37'50" w, 462.18 3' 00?35'41" W, 32?50'49" E, 299.62 39?34'17" B, 485.90 TO THE WEST BOUNDARY LINE OF THE CENTER THENCE RUN 00?17'01" ALONG WEST BOUNDARY LINE AND PARALLEL TO THE EAST LINE OF AFORESAID NORTHWEST OF THE NORTHWEST A DISTANCE OF 286.06 FEET TO THE SOUTH LINE OF AFORESAID NORTHWEST 1/4 OF THE NORTHWEST 1/4; THENCE RUN 39?42?33" ALONG SAID SOUTH 2 .. FEET OF SAID NORTHWEST 1/4 OF THE NORTHWEST 1x4; THENCE RUN AND PARALLEL TO THE WEST LINE OF SAID NORTHWEST 1/4 OF THE NORTHWEST 1/4, A DISTANCE OF 260.00 THENCE RUN 389?42'33" PARALLEL AND 260.00 FEET. NORMAL TO THE AFORESAID SOUTH LINE OF THE NORTHWEST 1/4 OF THE NORTHWEST 2/4, A DISTANCE OF 934.02 FEET TO THE AFORESAID WEST LINE OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4; THENCE RUN 00303'01" ALONG SAID WEST LINE, A DISTANCE OF I .069. 27 FEET TO THE AFORESAID NORTHWEST CORNER OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OP SECTION 36- RUN 39?47?00" ALONG AFORESAID NORTH LINE OF SECTION 36, A DISTANCE OF 453.12 PEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THAT CERTAIN PARCEL OF LAND KNOWN AS WITHIN A PORTION OF SAID NORTHWEST 1/4 OF THE NORTHWEST 1/4 AND DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST 1/4 OF THE NORTHWEST II4 OF SECTION 36, TOWNSHIP 32 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, RUN 00?03'01" ALONG THE WEST LINE OF SAID NORTHWEST 1x4 OF THE NORTHWEST N4, A DISTANCE OF 677.32 THENCE RUN 37911'40" E, A DISTANCE OF 161,17 FEET TO THE POINT OF EEGDINING. FROM SAID POINT BEGINNING RUN 59?06?27? E, A DISTANCE OF 123. 26 THENCE RUN 86?31'46? E, A DISTANCE OF 131. 46 FEET To THE WEST LINE OF THAT CERTAIN PARCEL OF LAND KNOWN AS OF HOSPITAL FACILITIES AND AGREEMENT FOR OPERATION OF INDIAN RIVER MEMORIAL THENCE, RUN 00?35'41" ALONG SAID WEST LINE, A DISTANCE OF 126.74 THENCE RUN 37?10'45" W, A DISTANCE OF. 146.52 THENCE RUN 62?18?07? W, A DISTANCE OF 103.87 FEET To THE POINT OF BEGINNING. LESS AND EXCEPT THE NORTH 75.00 FEET THEREOF ROAD RIGHT-OP-WAY. WITH CONDITIONS AS FOLLOWS: TO ALL EASEMENTS RESERVATIONS, RESTRICTIONS AND RIGHTS OF-WAY OF RECORD. THE INCLUSION OF THIS PARCEL IN EXHIBIT IS STRICTLY CONDITIONED UPON LESSEE CONSTRUCTINC THEREON PARKING FACILITIES AND ROADWAYS ASSOCIATED WITH AN EXPANDED EMERGENCY CARE DEPARTMENT AND RELATED FACILITIES (COLLECTIVELY, CARE 1F LESSEE TAILS TO INITIATE CONSTRUCTION OF THE EMERGENCY CARE FACILITIES WITHIN ONE YEAR FROM JANIIARY 23', 2004 DR TO COMPLETE CONSTRUCTION OF THE EMERGENCY CARE FACILITIES WITHIN THREE YEARS FROM JANUARY 23, 2004 THIS PARCEL, AT THE ELECTION OF LESSOR, SHALL BE REMOVED FROM EXHIBIT 3 CENTER FOR SECTION ALHND BEHAVIORAL HEALTH TOGETHER WITH THAT CERTAIN PARCEL OF LAND KNOWN AS . FOR EMOTIONAL AND BEHAVIORAL AND DESCRIBED AS FOLLOWS: PARCEL OF LAND CONSISTING OF 8.00 ACRES, SAID PARCEL BEING BOUNDED AND DESCRIBED AS FOLLOWS: A PARCEL IN THE SOUTHWEST 1x4 OF SECTION 25, TOWNSHIP 32 SOUTH RANGE 39 EAST, MORE PARTICULARLY DESCRIBED As FOLLOWS: AT THE SOUTHWEST CORNER OF SAID SECTION 25, RUN NORTH ALONG THE WEST SECTION LINE, 55. 00 FEET TO THE NORTH RIGHT- OEWAY OF 37TH THENCE RUN EASTERLY, PARALLEL WITH THE SOUTH SECTION LINE ALONG SAID RIGHT (JP-WAY 30. 00 FEET TO THE POINT OF BEGINNING. FROM THE POINT OF BEGINNINO, RUN NORTH, PARALLEL WITH AFORESAID WEST SECTION LINE, 660 00' THENCE RUN EASTERLY, PARALLEL WITH AFORESAID SOUTH SECTION LINE, 523. 00 THENCE RUN SOUTH, PARALLEL TO AFOR-ESATD WEST SECTION LINE, 660.00 FEET TO THE NORTH 0F 37TH THENCE RUN WESTERLY ALONG SAID PARALLEL TO THE AFORESAID SOUTH SECTION LINE, 528 00 FEET TO THE POINT OF BEGINNING. 82M) AVENUE PROPERTY AND TOGETHER WITH THAT CERTAIN PARCEL OF LAND KNOW AS AVENUE AND DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF TRACT 7 AND 8, IN SECTION 1,1 TOWNSHIP 33 SOUTH, RANGE 38 EAST, INDIAN RIVER FARMS COMPANY SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST LUCIE COUNTY, FLORIDA, NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COWENCE AT THE SOUTHWEST CORNER OF SAID TRACT 7, THENCE RUN 89?23?59" E, ALONG THE SOUTH LINE OF SAID TRACT 7 FOR 456. 36 FEET, THENCE RUN 00?12'28" FOR 60 00 FEET TO THE NORTH F-WAY LINE OF ROSEDALE ROAD (12TH STREET), TO THE POINT OF THENCE CONTWUE 00?] FOR 813 42 THENCE RUN 89?23'59" FOR 2,179.63 FEET TO THE WEST LINE OF RANCH THENCE RUN 00?12'13" 30 FEET WEST OF AND PARALLEL 0 THE EAST LINE OF SAID TRACT 8 ALONG THE WEST RIGHTEO LINE OF SAID RANCH ROAD FOR 673 4.2 THENCE RUN 3 89?23?59" W, 200 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID TRACT 8 FOR 217. 81 FEET 65E: LEGA LSIIOC 4 FOR NORTHRIGHTOFWAY LINE OF SAID ROSEDALE THENCE RUN 3992359" w, 60.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINES OF SAID TRACTS 7 AND 8, FOR 1,961.76 FEET TO THE POINT OF SAID LAND LYING AND BEING IN INDIAN RIVER COUNY, FLORIDA. PARCEL B: THAT PORTION OF TRACT 7 IN SECTION 33 SOUTH, RANGE 38 EAST WDMN RIVER FARMS COMPANY SUBDIVISION, ACCORDING TO THE FLAT THEREOF RECORDED IN FLAT BOOK 2 PAGE 25 OF THE PUBLIC RECORDS OF ST LUCIE COUNTY, FLORIDA, NOW LYING AND BEING IN . INDIANRIVER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF SAID TRACT 7, THENCE RUN ALONG THE SOUTH LINE OF SAID TRACT 7 FOR 456.36 THENCE RUN 00?12'28" FOR 373.42 FEET TO THE POINT OF THENCE CONTINUE 00?12'23" FOR 267 19 THENCE RUN 39?23?59" FOR 876. 65 FEET TO THE EAST LINE OF SAID TRACT 7; THENCE RUN ALONG THE EAST LINE OF SAID TRACT '7 FOR 26.7 19 THENCE RON 89?23 59" FOR 876 .64 FEET TO THE POINT OF SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA ALL OF THE ABOVE LYING AND BEING IN INDIAN RIVER COIINTY, FLORIDA, AND CONTAINING 94.37 ACRES, MORE OR LESS. 5 33;! 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THIS RESOLUTION, passed and adopted this 24th day of May, 2004, by the Board of Trustees of the Indian River County HoSpital District, a speeial taxing district organized and existing pursuant to Ch'apter61-2275, Laws of Florida, as codi?ed inChapterZOO3-382, Laws as follows: WHEREAS, effective May], 1985, District leaSed to Indian Rlver Memorial Hospital, Inc, a Flo?da not-for-pro?t corporation quali?ed under section 501(c)(3) of the United States Internal Revenue Code Inc all of the facilities located 111 Indian River County, Florida, blown as the Indian River Memorial Hospital (?Hospital?), and transferred to IRMH, Inc. authority to manage and operate the Hospital, all 111 accordance with the terms and conditions of that certain Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hespital, dated December 13,1984 (?Master Lease?); and WHEREAS, the term of the Master Isase commenced on May 1,1985and1s scheduled to expire on December 31, 2010; and WHEREAS, Districtbeliev?es that it is 111 the best interests of the public, andparticlulafly the? recidenfs of Indian River County, Florida, to amend the Master Lease to extend its term until December 31, 2024, and to add additiOnal provisions relating to control and oversight By Disn?ict, all as set forth in that certain Amendedand Restated Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hospital, dated as or June 1, 2004 (?Amended and Restated Master Lease?). NOW THEREFORE, BE IT HEREBY RESOLVED BY THE BOARD OF TRUSTEES OF THE INDIAN RIVER COUNTY HOSPITAL DISTRICT THAT: - 1. Findings. District hereby ?nds that it is in the best interests of the public, and particularly the residents of Indian River County, Florida, to extend the term of the Master Lease to December 31, 2024, and to adopt additional provisions relating to the control and oversight Inc. and the Hospital by District, all as set forth in the Amended ?and Restated Master Lease. The 1.33563 of this ?nding are; 1 a. The leasing of the Hospital to a not? for-pro?t corporation attracts a high nmnber 01? qualified individuals to serve on thehoard of directors ofthe corporation, which individuals possess diverse talents, skills and backgrounds uniquely appropriate to the particular needs of the Hospital, 11. The leasing of the Hospital to corporation creates ?exibility with reaped to borrowing? funds and other ?nancial matters, such as the procurement of goods and services; c. The leasing of the Hospital to a notafor?pro?t corporation creates ?exibility with "respect to alliances, ventures and other such relationships with other medical providers, including physicians; Resolution 2004-01 Page I of 3 RESOLUTION 21104111 "hm?ma? mtiw IRMH Inc Is a proper leESee arid operator 0T the hospital, Tessa? upon itswm'": demonstrated histoI'y of- maintaining a high quality of patient care; e. IRMH, Inc is a proper lessee and operator of the hospital, based upon its demonstrated ab?ity to recruit and retain ahigh quality of directors medical staff, skilled employees and administrative employees; I f. IRMH, Inc. is a proper lessee and operator of the hospital, based open its demonstrated ability to collaborate with other healthcare providers throughout Indian River County, Florida; g. IRMI-I, Inc. is a proper lessee and operator of the hospital, based upon its demonstrated history of assisting Diahic't inmany ofDistrict"s projects since 1985; h. IRMH, Inc is a proper lessee and operator of the hospital, based upon its demonstrated ability to opeIate the hospital on a ?nancially sound basis. While District recognizes that IRMI, Inc. has experienced operating losses in recent years, District acknowledges that hie, consistently experienced operating pro?ts 111 all or virtually all prior years; i. The extension of the lease to or 31, 2024 will enhance District?s and IRMH, Inc srelationship ementbond ?nancing, which ?nancing extends to theyear 2024; j. The extension oftheleaseuntilDecernberBl 2024 will enhance the "ability 1110., independently and through Indian River Hospital Foundation, Inc, to raise philanthropic donations Winch are important to ?nancing anticipated expansion of the Hospital faeilities; and It. The extension of the lease to December 31, 2024 will enhance the ability of IRMH, Inc. to enter into af?liations or parhaerships with substantial, "nationally reCogniz'ed healthcare providers, and thereby provide expanded, ?rst quality medical services to the residents of Indian River County, Florida, 2, A11 moral of Amended and Restated Master Lease. On the basis of the above ?ndings, District hereby agrees to lease the Ho spital to IRE/lid, Info in accordance ?With the terms and conditions set forth to the Amended and Restated Master Lease The Chainnan and Secretary of the Board of Trustees are - hereby authorized to execute and deliver to IRMH, Inc on the behalf, the Amended and Restated Master LeaSe. 3.- Acknowledgment of Notice. District hereby acknowledges that it has negotiated the terms of the Amended and Restated Master Lease with Inc, ?and has considered the extension and amendmieot of the Master Lease, and the adoption of the Amended and Restated Master Lease, at numerous public meetings, public workshops and town meetings, all of whiCh have been pubiically advertised in accordance with section 286. 0105 Florida Statutes. Resolution 2004 ?01 Page 2 of 3 THE UNDERSIGNED, Hugh K. M. 13., Chairman and LolitaM. Janka, Secretajy, of the Board of Trustees of the Indian River Hospital District, hereby certify that the foregoing IS a true and correct copy of a Resolution duly adopted by said Board at a meeting of Said Board held on the .24th day of May, 2004. f/A/ 71/ WW Hu?gh'I?i MoCrys?tal, MM Chairman ATTEST: '3 ?Zia m. 1/ Lalita M. Janka Secretary Rasoiun'on 2004-01 Page 3 0f 3 an: rm womrN?uhgsdCARTER .mmom .1103me me. m. wan summons. 1703 2.131 mm. VERO 3296B mu. 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