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Agenda 04/22/2014 Item #16E7 4/22/2014 16.E.7. • EXECUTIVE SUMMARY Recommendation to approve a Lease Agreement with Health Management Associates (HMA) for EMS Department's use of space at Physicians Regional Medical Center on Collier Blvd. OBJECTIVE: To implement Board approved plans to improve response times and system performance in the East Naples area. CONSIDERATIONS: In order to improve EMS response time within East Naples, BMA has agreed to allow EMS to lease portions of Physicians Regional Medical Center — Collier Blvd. The EMS department area will include 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. The lease term will be for four years commencing May 1, 2014. The County will be responsible to pay: Lease Year 1 $1,463.00 monthly base rent payment Lease Year 2 $1,507.15 monthly base rent payment Lease Year 3 $1,552.32 monthly base rent payment Lease Year 4 $1,598.52 monthly base rent payment Utilities are included in the lease. The County can terminate the Lease at any time by providing HMA with 60 days prior written notice. The attached Lease has been reviewed and approved by the EMS Department and the Office of the County Attorney. FISCAL IMPACT: First year rent of$1,463 per month for a total of$17,556. Rent includes utilities. Funding is budgeted in EMS Fund 490. LEGAL CONSIDERATIONS: This item was reviewed by the County Attorney, is approved as to form and legality, and requires majority approval by the Board. -JAK GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. RECOMMENDATION: That the Board of County Commissioners approves and authorizes the Chairman to execute the attached Lease Agreement on behalf of the Board. Prepared By: Maria Franco,Administrative Assistant, EMS Attachments:Physicians Regional Medical Center Lease Agreement • Packet Page-1177- 4/22/2014 16.E.7. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.E.16.E.7. Item Summary: Recommendation to approve a Lease Agreement with Health Management Associates (HMA) for EMS Department's use of space at Physicians Regional Medical Center on Collier Blvd. Meeting Date: 4/22/2014 Prepared By Approved By Name: KopkaWalter Title: Chief-Emergency Medical Services, EMS Operations Date: 4/14/2014 10:40:10 AM Name:pochopinpat Title: Administrative Assistant, Administrative Services Division Date: 4/14/2014 10:49:17 AM Name: SummersDan Title: Director-Bureau of Emergency Services, Bureau of Emergency Services Date: 4/14/2014 10:53:33 AM Name: PriceLen Title: Administrator-Administrative Services,Administrative Services Division Date: 4/15/2014 1:04:12 PM Name: KlatzkowJeff Title: County Attorney, Date: 4/15/2014 4:39:18 PM Name: KimbleSherry Title:Management/Budget Analyst, Senior, Office of Manag Date: 4/15/2014 5:53:33 PM Name: KlatzkowJeff Title: County Attorney, Packet Page-1178- 4/22/2014 16.E.7. Date: 4/16/2014 8:30:01 AM Name: OchsLeo Title: County Manager, County Managers Office Date:4/16/2014 9:20:27 AM Packet Page-1179- 4/22/2014 16.E.7. 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 11721789.3 Packet Page-1180- 4/22/2014 16.E.7. 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, 11721789.3 7 Packet Page-1181- 4/22/2014 16.E.7. 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 11721789.3 Packet Page-1182- 4/22/2014 16.E.7. 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. 11721789.3 Packet Page-1183- 4/22/2014 16.E.7. 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 11721789.3 Packet Page-1184- 4/22/2014 16.E.7. 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 LES SOR'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: n 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. 11721789.3 Packet Page-1185- 4/22/2014 16.E.7. �-. 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 11721789.3 7 Packet Page -1186- 4/22/2014 16.E.7. 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 11721789.3 S2 Packet Page-1187- 4/22/2014 16.E.7. 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 Packet Page-1188- 4/22/2014 16.E.7. 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] 11721789.3 1 n Packet Page-1189- 4/22/2014 16.E.7. IN WITNESS WHEREOF,the parties hereto have hereunder set forth their hands and seals. AS TO LESSEE: Date: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA By: By: , Deputy Clerk TOM HENNING, CHAIRMAN AS TO LESSOR: Naples HMA, LLC, a Florida limited liability company d/b/a Physicians Regional Medical Center-Collier Blvd. (Witness Signature) By: (Witness Printed Name) Name: Title: (Witness Signature) Date: (Witness Printed Name) Approved as to form and legality: Jeffrey A. Klatzkow County Attorney 11721789.3 1 1 Packet Page-1190- 4/22/2014 16.E.7. 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