Backup Documents 04/22/2014 Item #16E7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIG
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office JAK 4/22/14
4. BCC Office Board of County TH by 51111'4
Commissioners -�jA
5. Minutes and Records Clerk of Court's Office RT t r
PRIMARY CONTACT INFORMATION C�1.
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Maria Franc ,EMS Phone Number 252-3740
Contact/ Department
Agenda Date Item was 4/22/14 Agenda Item Number 16-E-7
Approved by the BCC
Type of Document Lease Agreement-HMA Number of Original 'Firm. 3
Attached Documents Attached
PO number or account PLEASE CONTACT MARIA WHEN
number if document is ATTESTED—HMA WANTED COUNTY
to be recorded TO SIGN FIRST
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? JAK
2. Does the document need to be sent to another agency for additional signatures? If yes, JAK SEE NOTE
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. ABOVE
3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAK
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's JAK
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the JAK
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAK
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip JAK
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 4/22/14 and all changes made during the JAK
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by JAK
BCC,all changes directed by the BCC have been made,and the document is ready r the ` c�
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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MEMORANDUM
Date: May 1, 2014
To: Walter Kopka, Chief
EMS Operations
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: A Lease Agreement with Health Management Associates (HMA)
for premises at Physicians Regional Medical Center on Collier
Boulevard that will be used by the EMS Department
Attached for further execution are three (3) original copies of the agreement referenced
above, (Item #16E7) approved by Board of County Commissioners on April 22, 2014.
After the agreement(s) have been signed by the appropriate parties, please return a copy
of the signed agreement to the Minutes and Records Department so there is a complete
copy of the agreement for the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment (3)
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Lease#
LEASE AGREEMENT
THIS LEASE AGREEMENT entered into as of the date of the last party to execute this
Lease, between Naples HMA LLC, a Florida limited liability company, hereinafter referred to as
"LESSOR," and Collier County, a political subdivision of the State of Florida, hereinafter
referred as "LESSEE."
WITNESSETH
In consideration of the mutual covenants contained herein, and other valuable
consideration, the parties hereto agree as follows:
ARTICLE 1. Demised Premises
LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR one (1)
apparatus bay, two (2) bunk rooms, one (1) bathroom, one (1) vestibule area, one (1) office
room, and one (1) kitchen area, consisting of 616 square feet, hereinafter referred to as the "EMS
Department Area" or "Demised Premises." The EMS Department is more particularly shown as
those areas outlined on the floor plan attached hereto as Exhibit A. The EMS Department is in
the medical facility located at 8300 Collier Blvd Naples,Florida 34114 (the "Building").
LESSEE accepts the Demised Premises in its present "as is" condition without any
obligation of LESSOR to make any leasehold improvements. LESSEE agrees that no
representations, statements or warranties expressed or implied have been made by or on behalf of
LESSOR with respect to the Demised Premises except as contained in this Lease. LESSEE
agrees that LESSOR shall not be obligated to make any improvements or alterations to the
Demised Premises prior to the commencement of the term hereof.
LESSOR has the right to change the Demised Premises in order to accommodate the
future needs of the LESSOR'S operation. However, if the Demised Premises are changed,
LESSOR agrees to provide LESSEE with accommodations equal to or better than those modified
in order for LESSEE to continue its operations at the Building.
ARTICLE 2. Term of Lease
LESSEE shall have and hold the Demised Premises for a term of four (4) years,
commencing on May 1, 2014, and expiring on April 30, 2018. If LESSEE holds over and
remains in possession of the Demised Premises after the expiration or earlier termination of this
Lease, then the parties hereto agree that this Lease shall be on a month-to-month term at a base
rent rate that is one hundred twenty-five percent (125%) of the base rent payable immediately
prior to such month-to-month tenancy, and either party hereto may terminate this Lease during
such month-to-month tenancy upon giving the other party thirty(30) days' prior written notice.
LESSEE or LESSOR may terminate this Lease, with or without cause, upon sixty (60)
days prior written notice of such termination to the other party at the address set forth in
ARTICLE 13 of this Lease. Upon the termination as provided in the preceding sentence,
LESSEE shall surrender the Demised Premises to LESSOR in accordance with the terms of this
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Lease, and both parties hereto shall be released of all obligations and liabilities arising under this
Lease following such termination; provided, however, that the parties shall remain liable for all
obligations under this Lease that have accrued prior to said termination or as otherwise intended
to survive termination of this Lease.
ARTICLE 3. Rent
As base rent hereunder, LESSEE shall pay LESSOR without notice, demand, set off or
deduction the amounts set forth below on or before the first day of each month with the first
payment due on the commencement of this Lease. If LESSEE occupies the Demised Premises
for a fraction of a month at the beginning or the end of the term hereof, LESSEE shall pay a
proportionate part of the applicable monthly installment. If any rent or other payment under this
Lease is not paid within ten (10) days of the date such payment is due, LESSEE shall pay a late
fee equal to ten percent (10%) of the amount of the payment that is late; provided, however, this
provision shall not relieve LESSEE from any default. LESSEE shall pay and be liable for all
rental, sales and use taxes or other similar taxes, if any, levied or imposed on base rent and
additional rent by any city, county, state or other governmental body having authority. Such
payments shall be in addition to all other payments required to be paid to LESSOR by LESSEE
under the terms of this Lease.
Lease Year 1 $1,463.00 monthly base rent payment ($28.50/sf of the Demised Premises)
Lease Year 2 $1,507.15 monthly base rent payment($29.36/sf of the Demised Premises)
Lease Year 3 $1,552.32 monthly base rent payment($30.24/sf of the Demised Premises)
Lease Year 4 $1,598.52 monthly base rent payment($31.14/sf of the Demised Premises)
ARTICLE 4. Utilities and Incidental Expenses
LESSOR shall pay all utilities (cost included in base rent). LESSOR shall not be liable
for any failure of water supply or electric current or any service by any utility, nor for injury or
damage to person (including death) or property caused by or resulting from such failure or from
steam, gas, electricity, water, or rain, which may flood or leak from any part of the Demised
Premises or strikes, labor disputes, scarcity of labor, fuel or materials, government or other
lawful regulations or requirements, failure to furnish the same by any entity with whom
LESSOR has contracted to furnish such service or any cause other than LESSOR's negligence.
LESSEE, at its sole cost and expense, shall be responsible for janitorial services to the Demised
Premises and medical waste removal ("red bag service").
ARTICLE 5. Default by Lessee
Failure of LESSEE to (a) pay rent or any other payment LESSEE is required to make
under this Lease within ten (10) days after the same is due or (b) comply with any other
provision or covenant of this Lease within thirty(30) days after written notice to LESSEE, unless
the default be cured within such 30-day period (or such additional time as is reasonably required
to correct such default so long as LESSEE commences the cure within such notice period and
diligently prosecutes the same through completion) shall constitute a default hereunder.
Following a LESSEE default, LESSOR may, at its option, terminate this Lease and LESSEE
shall be responsible for rent for the remainder of the term of this Lease, any other sums due at
such termination and all costs LESSOR incurs in re-letting the Demised Premises, including,
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without limitation, brokers' commissions, expenses of repairing and remodeling the Demised
Premises and other costs incurred by LESSOR in connection with such re-letting or otherwise;
provided, however, LESSOR shall use reasonable efforts to re-let the Demised Premises
following a LESSEE default.
ARTICLE 6. Modifications to Demised Premises
Prior to making any changes, alterations, additions or improvements to the Demised
Premises, LESSEE must first (a) obtain LESSOR'S prior written approval, which shall be within
LESSOR's sole and absolute discretion, and (b) provide to LESSOR all proposals and plans for
alterations, improvements, changes or additions to the Demised Premises for, specifying in
writing the nature and extent of the desired alteration, improvement, change, or addition, along
with the contemplated starting and completion time for such project.
LESSEE covenants and agrees in connection with any maintenance, repair work,
erection, construction, improvement, addition or alteration of any authorized modifications,
additions or improvements to the Demised Premises, to observe and comply with all then and
future applicable laws, ordinances, rules, regulation, and requirements of the United States of
America, State of Florida, County of Collier, and any and all governmental agencies.
All alterations, improvements, and additions to said Demised Premises shall at once,
when made or installed, be deemed as attached to the freehold and to have become property of
LESSOR; provided, however, prior to the expiration or earlier termination of this Lease or any
renewal term thereof, or within ten (10) days thereafter, if LESSOR so directs, LESSEE shall
promptly remove the additions, improvements, alterations, fixtures and installations which were
placed in, on or upon the Demised Premises by LESSEE and which are designated in said notice,
and repair any damage occasioned to the Demised Premises by such removal, and in default
thereof, LESSOR may complete said removals and repairs at LESSEE'S expense.
ARTICLE 7. Access to Demised Premises
LESSOR (and its agents, employees, contractors and representatives) shall, upon
reasonable prior notice to LESSEE, have the right to enter the Demised Premises at all
reasonable times (or at any time without prior notice in the event of an emergency) for the
purposes of inspecting or making repairs to the same or for any other reasonable purposes and
LESSEE agrees to make access available to the Demised Premises at all reasonable times to any
prospective or existing mortgagees, purchasers or tenants of all or any part of the Demised
Premises.
ARTICLE 8. Assignment and Subletting
LESSEE shall not, either voluntarily or by operation of law, sell, hypothecate, assign or
transfer this Lease, or sublet the Demised Premises or any part thereof, or permit the Demised
Premises or any part thereof to be occupied by anyone other than LESSEE or LESSEE's
employees, without the prior written consent of LESSOR, which consent may be given or
withheld in LESSOR's sole discretion. Any sale, assignment, mortgage transfer or subletting of
this Lease that is not in compliance with the provisions of this Article shall be null and void and
of no effect and shall constitute a default hereunder. The consent by LESSOR to an assignment
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or subletting shall not be construed as relieving LESSEE from obtaining the express written
consent of LESSOR to any further assignment or subletting. LESSOR's consent to any
assignment or subletting shall not release LESSEE from its primary liability under the Lease.
ARTICLE 9. Indemnity
LESSEE shall indemnify and save harmless the LESSOR from and against any and all
claims, actions and suits, and from and against any and all losses, damages, costs, charges,
reasonable attorneys' fees, payments, expenses and liabilities which LESSOR may sustain or
incur to the extent arising from the negligent act or negligent omission of LESSEE or its agents,
contractors or employees.
LESSOR shall indemnify and save harmless the LESSEE from and against any and all
claims, actions and suits, and from and against any and all losses, damages, costs, charges,
reasonable attorneys' fees, payments, expenses and liabilities which LESSEE may sustain or
incur due to the sole negligent act or negligent omission of LESSOR.
Nothing within this ARTICLE shall alter or waive the provisions of Florida Statutes Chapter
768.28 or the limitations of liability contained therein.
ARTICLE 10. Insurance and Waiver of Subrogation
LESSEE shall take out and maintain during the course of this Lease, or any renewal
thereof, comprehensive general liability coverage including bodily injury and property damage,
premises and operations coverage, products and completed operations coverage, broad form
property damage coverage, automobile liability coverage including owned automobiles,
non-owned automobiles and hired automobiles and contractual liability coverage in an amount of
not less than One Million and 00/100 Dollars ($1,000,000.00) combined single limits.
If LESSEE falls under the State of Florida Worker's Compensation Law, coverage shall
be provided for all employees. The coverage shall be for statutory limits in compliance with the
applicable State and Federal laws. The policy must include Employer's Liability with a limit of
One Hundred Thousand and 00/100 Dollars ($100,000.00) each accident.
LESSOR and LESSEE on behalf of themselves and all others claiming under them,
including any insurer, waive all claims against each other, including all rights of subrogation, for
loss or damage to their respective property (including, but not limited to, the Demised Premises)
arising from fire, smoke damage, windstorm, hail, vandalism, theft, malicious mischief and any
of the other perils normally insured against in an "all risk" of physical loss policy, regardless of
whether insurance against those perils is in effect with respect to such party's property and
regardless of the negligence of either party. If either party so requests, the other party shall
obtain from its insurer a written waiver of all rights of subrogation that it may have against the
other party. LESSEE shall give prompt notice to LESSOR in case of fire or accidents in the
Premises or in the Building or of defects therein or in the fixtures or equipment. LESSEE hereby
acknowledges that LESSOR shall not be liable for any interruption to LESSEE's business for
any cause whatsoever, and that LESSEE shall obtain business interruption insurance coverage
should LESSEE desire to provide coverage for such risk.
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ARTICLE 11. Maintenance and Repairs
LESSEE shall, at its sole cost and expense, keep the demised EMS Department Area
clean at all times. If said EMS Department Area is not kept clean in the opinion of LESSOR,
LESSEE'S manager will be so advised in writing. If corrective action is not taken within ten
(10) days of the receipt of such notice, LESSOR will cause the same to be cleaned and corrected
and LESSEE shall assume and pay all necessary cleaning costs and such costs shall constitute
rent which shall be paid by LESSEE within ten (10) days of receipt of written notice of costs
incurred by LESSOR.
LESSEE shall repair all damage to the demised EMS Department Area caused by
LESSEE or it employees, agents, independent contractors, guests, invitees, licensees or patrons.
Except as provided in the foregoing, LESSOR shall be responsible for all repairs and
maintenance to the structure and utilities.
ARTICLE 12. Default by Lessor
LESSOR shall in no event be charged with default in the performance of any of its
obligations hereunder unless and until LESSOR shall have failed to perform such obligations
within thirty (30) days (or such additional time as is reasonably required to correct such default)
after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform
any such obligations.
ARTICLE 13. Notices
Any notice which LESSOR or LESSEE may be required to give to the other party shall be
in writing to the other party at the addresses set forth below or such other addresses that either
party hereto provides to the other in writing. Any notice required or permitted to be given
hereunder shall be given by (1) personal delivery and shall be deemed given on the date of
delivery; (2) registered or certified mail and shall be deemed given the third day following the
date of mailing; or (3) guaranteed overnight delivery and shall be deemed given the day
following deposit with the overnight delivery company.
LESSEE:
Board of County Commissioners
c/o Real Property Mgmt. Dept.
Administration Bldg
3329 Tamiami Trail East
Naples, Florida 34112
cc: Office of the County Attorney
Emergency Medical Services Chief
Real Property Management Leasing Agent
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LESSOR:
Naples HMA, LLC
8300 Collier Blvd
Naples, Florida 34114
Attention: Chief Executive Officer
cc: Naples HMA, LLC
c/o Community Health Systems Professional Services Corporation
4000 Meridian Boulevard
Franklin, TN 37067
Attention: Real Estate Department
ARTICLE 14. Surrender of Premises
LESSEE covenants and agrees to deliver up and surrender to LESSOR possession of the
EMS Department Area and any improvements to the EMS Department Area upon expiration of
this Lease, or its earlier termination as herein provided, broom clean and in as good condition
and repair as the same shall be at the commencement of the term of this Lease or may have been
put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and
excepted.
ARTICLE 15. General Provisions
LESSEE fully understands that the police and law enforcement security protection
provided by law enforcement agencies to the Demised Premises is limited to that provided to any
other business or agency situated in Collier County, and LESSOR acknowledges that any special
security measures deemed necessary for additional protection of the Demised Premises shall be
the sole responsibility and cost of LESSEE and shall involve no cost or expense to LESSOR.
LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of
the Demised Premises which would interfere with or adversely affect the operation or
maintenance of LESSOR'S standard operations where other operations share common facilities.
Any signage desired by LESSEE at the Building or at or near the entrance to the Demised
Premises shall be expressly subject to the prior written consent of LESSOR, which consent may
be given or withheld in LESSOR's sole discretion. In addition, all such signage: (1) must be in
full compliance with all laws, rules, regulations and codes imposed by any governmental
authority; (2)will be installed by LESSOR at the sole cost and expense of LESSEE; and (3)must
be removed at the end or earlier termination of the Term hereof by LESSEE and all damage
resulting from such removal must be promptly repaired at the sole cost and expense of LESSEE.
ARTICLE 16. Radon Gas
In compliance with Section 404.056, Florida Statutes, all parties are hereby made aware
of the following:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
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Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county
public health unit.
ARTICLE 17. Effective Date
This Lease Agreement shall become effective upon execution by both LESSOR and
LESSEE.
ARTICLE 18. Use of Premises
The Demised Premises shall continuously and at all times during the term hereof be used
and occupied by LESSEE only for emergency medical services and other related activities
incidental thereto, and for no other purpose. LESSEE (a) covenants and agrees not to use,
occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for
any purpose contrary to any applicable law of any public authority and (b) shall immediately
discontinue any use of the Demised Premises that is declared by either any governmental
authority or LESSOR to be a violation of any law, code or regulation. LESSEE shall comply
with any direction of any governmental authority that shall, by reason of the nature of LESSEE's
use or occupancy of the Demised Premises, impose any duty upon LESSEE or LESSOR with
respect to the Demised Premises or to the use or occupancy thereof.
ARTICLE 19. Environmental
LESSEE shall not cause or permit the release or disposal of any hazardous substances,
wastes, or materials, or any medical, special or infectious wastes, on or about the Demised
Premises or the Building. Hazardous substances, wastes or materials shall include those which
are defined in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 USC Section 9601 et seq; the Resource Conservation and Recovery Act,
as amended, 42 USC Section 5901 et seq; the Toxic Substances Control Act, as amended, 15
USC Section 2801 et seq; the medical waste regulations which have been promulgated by the
state in which the Demised Premises is located; and as further set forth in any state or local laws
and ordinances, and their corresponding regulations. LESSEE shall comply with all rules and
policies set by LESSOR, and with all federal, state and local laws, regulations and ordinances,
including, but not limited to, those which govern the use, storage, handling and disposal of
hazardous substances, wastes or materials and medical, special or infectious wastes. LESSEE
shall indemnify, defend and hold LESSOR harmless from and against any claims or liability
arising out of or connected with LESSEE's failure to comply with the terms of this ARTICLE;
such obligation to indemnify, defend and hold harmless shall survive the expiration or earlier
termination of this Lease.
ARTICLE 20. Damage or Destruction and Eminent Domain
If the Demised Premises are damaged by fire or other casualty (collectively "Casualty"),
the damage shall be repaired by and at the expense of LESSOR, provided such repairs can, in
LESSOR's opinion, be made within sixty(60) days after the occurrence of such Casualty without
the payment of overtime or other premiums. Until such repairs are made, the rent shall be abated
in proportion to the part of the Demised Premises that are unusable by LESSEE in the conduct of
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its business operations. However, there shall be no abatement of rent if any portion of the
Demised Premises is unusable for a period of one day or less, or if the Casualty is due to the
negligence of LESSEE or LESSEE's employees. If such repairs cannot, in LESSOR's opinion,
be made within sixty(60) days, LESSOR may, at its option, make them within a reasonable time,
not to exceed one hundred twenty (120) days, and in such event this Lease shall continue in
effect and the rent shall be apportioned in the manner provided above. LESSOR's election to
make such repairs must be evidenced by written notice to LESSEE within sixty (60) days after
the Casualty. If LESSOR does not so elect to make such repairs that cannot be made within
sixty (60) days, then either party may, by written notice to the other, terminate this Lease as of
the date of the Casualty. A total destruction of the Building shall automatically terminate the
Lease. If such repairs cannot, in LESSOR's opinion, be made within sixty (60) days, LESSOR
may, at its option, make them within a reasonable time, not to exceed one hundred twenty (120)
days, and in such event this Lease shall continue in effect and the rent shall be apportioned in the
manner provided above. LESSOR's election to make such repairs must be evidenced by written
notice to LESSEE within sixty (60) days after the Casualty. If LESSOR does not so elect to
make such repairs that cannot be made within sixty (60) days, then either party may, by written
notice to the other, terminate this Lease as of the date of the Casualty. A total destruction of the
Building shall automatically terminate the Lease.
If the whole of the Demised Premises or so much thereof as to render the balance
unusable by LESSEE shall be taken under power of eminent domain, condemnation or by deed
in lieu of foreclosure or otherwise, this Lease shall automatically terminate as of the date of such
condemnation, together with any and all rights of LESSEE existing or hereafter arising in or to
the same or any part thereof, provided, however, that nothing contained herein shall be deemed
to give LESSOR any interest in or to require LESSEE to assign to LESSOR any award made to
LESSEE for: (1)the taking of personal property and trade fixtures belonging to LESSEE; and (2)
cost of relocation expenses incurred by LESSEE. In the event of a partial taking that does not
result in a termination of the Lease, the rent shall be equitably apportioned according to the part
of the Demised Premises remaining usable by LESSEE.
ARTICLE 21. Compliance with Healthcare Laws
LESSOR and LESSEE enter into this Lease with the intent of conducting their
relationship and implementing the agreements contained herein in full compliance with
applicable federal, state and local law, including without limitation, the Medicare/Medicaid Anti-
Kickback statute and regulations, as amended (the "Anti-Kickback Law"), and Section 1877 of
the Social Security Act, as amended and the regulations promulgated thereunder (the "Stark
Law"). Notwithstanding any unanticipated effect of any of the provisions of this Lease, neither
party will intentionally conduct itself under the terms of this Lease in a manner that would
constitute a violation of the Anti-Kickback Law or the Stark Law. Without limiting the
generality of the foregoing, LESSOR and LESSEE expressly agree that nothing contained in this
Lease shall require either party to refer any patients to the other, or to any affiliate or subsidiary
of the other.
If any legislation, regulation or government policy is passed or adopted, the effect of
which would cause either party to be in violation of such laws due to the existence of any
provision of this Lease, then LESSOR and LESSEE agree to negotiate in good faith for a period
of ninety (90) days to modify the terms of this Lease to comply with applicable law. Should the
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parties hereto fail to agree upon modified terms to this Lease within this time, either LESSOR or
LESSEE may immediately terminate this Agreement by giving written notice to the other party.
LESSEE represents and warrants to LESSOR that LESSEE (i) is not currently excluded,
debarred or otherwise ineligible to participate in Medicare or any federal health care program
under section 1128 and 1128A of the Social Security Act, as amended or as defined in 42 U.S.C.
§ 1320a-7b(f), as amended (the "Federal Health Care Programs"); (ii) has not been convicted of
a criminal offense related to the provision of healthcare items or services but has not yet been
excluded, debarred, or otherwise declared ineligible to participate in any Federal Health Care
Program; and (iii) is not under investigation or otherwise aware of any circumstances which may
result in LESSEE being excluded from participation in any Federal Health Care Program. The
foregoing representation shall be an ongoing representation and warranty during the Term of this
Lease and LESSEE shall immediately notify LESSOR of any change in the status of the
representation and warranty set forth in this Section. LESSOR shall have the right to
immediately terminate this Lease in the event the representation and warranty set forth in this
Section is or becomes untrue at any time.
ARTICLE 22. Miscellaneous
LESSEE shall observe faithfully and comply strictly with the rules and regulations as
LESSOR may from time to time reasonably adopt for the safety, care and cleanliness of the
Building or the preservation of good order therein. LESSOR shall not be liable to LESSEE for
violation of any such rules and regulations, or for the breach of any covenant or condition in any
lease by any other tenant in the Building.
Within 10 days following receipt of LESSOR's written request, LESSEE shall deliver (in
recordable form if requested by LESSOR), a statement to any person designated by LESSOR: (a)
ratifying this Lease; (b) stating the Lease Start Date and expiration date of this Lease; and (c)
certifying (i) that this Lease is in full force and effect and has not been assigned, modified,
supplemented or amended (except by such writings as shall be stated); (ii) that all conditions
under this Lease to be performed by LESSOR have been satisfied (stating exceptions, if any);
(iii) that no defenses, credits or offsets against the enforcement of this Lease by LESSOR exist
(or stating those claimed); (iv) the sum of advance rent, if any, paid by LESSEE; (v) the date
through which rent has been paid; (vi) the amount of security deposited with LESSOR; and, (vii)
such other information as LESSOR reasonably requires. Any person or entity receiving such
statements shall be entitled to rely upon them.
This Lease shall be subject and subordinate at all times to the lien of any mortgage and to
the lien of any deed of trust or other method of financing or refinancing now or hereafter existing
against the Building or all or a part of the real property upon which the Building is located, and
to all renewals, modifications, replacements, consolidations and extensions thereof. Within 10
days after receipt of same, LESSEE shall execute and deliver all documents requested by any
mortgagee or security holder to effectuate such subordination.
No waiver by either party hereto of any provision of this Lease shall be deemed to be a
waiver of any other provision hereof or of any subsequent breach by the other party of the same
or any other provision. LESSOR's consent to or approval of any act of LESSEE which requires
LESSOR's consent or approval shall not be deemed to render unnecessary the obtaining of
11721789.3 9
16E7
LESSOR's consent to or approval of any subsequent act of LESSEE, whether or not similar to
the act so consented to or approved. No act by LESSOR or LESSOR's agents during the Term of
this Lease shall be deemed an acceptance of a surrender of the Demised Premises, and no
agreement to accept such a surrender shall be valid unless in writing and signed by LESSOR.
The subsequent acceptance of rent shall not be deemed a waiver of any preceding breach by
LESSEE of any term, covenant or condition of the Lease, other than the failure of LESSEE to
pay the particular rent so accepted.
This Lease shall be binding upon, and inure to the benefit of the parties hereto and their
respective heirs, successors, assigns, executors and administrators. However, nothing in this
paragraph shall be deemed to amend the provisions of this Lease relating to assignment and
subletting.
This Lease shall be governed and construed in accordance with the laws of the State of
Florida.
This Lease may be executed in more than one (1) counterpart, and delivered via facsimile
or electronic mail.
[signatures appear on the following page]
1 1721789.3 10
16E7
IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals.
AS TO LESSEE:
Date: 5- `---Db i 4
ATTEST: , 1 r BOARD OF COUNTY COMMISSIONERS
DWIGHT't BROCK,Clerk COLLIER COUNTY, F ORIDA
(4./Ait AnBy: � ® �,C-' - , 13,f • �1r
A
t a' 0- ' .' :°,6�puty Clerk TOM HENNING, CH 4(MAN
Sigt tUre •
AS TO OIL: Naples HMA, LLC, a Florida limited
liability company d/b/a Physicians
Regional Medical Center- Collier Blvd.
itness Signature)
J Gl.ln C'.1-11Q./1dQ.r-- By:
Printed Name)
Name: Se, 14 Lowr
N,,,//' _ Title: C. u
(Witness Signature) Date: 31,/i
,%cR LoC43 " co.,
(Witness Printed Name)
Approv;'d ..;t* for and legality:
f'; �s
Jeffrey • .i �' ! .z-.
County • t•'r'ey
,
Item# UDE7
Agenda/4_22A 4,
Date 5--t 1(1
Recd 11
11721789.3 11 1 f N��
Depu ' Jr�li
16E7
EXHIBIT A
The Demised Premises
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, , I
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'mu
rt
E2 tW
101? coona
1 1721789.3 12