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HomeMy WebLinkAboutA-03-599 VMC LEASE AMENDMENT-I.pdfde# 1~227 ~epternber 30 2(}01 AgreenKnts 03-599 FIRST AMENDMENT TO EQUIPMENT LEASE Th1s F1rst Amendment to Eqmpment Lease ("F1rst Amendment") 1s made and entered mto as of October I, 2003 (the "Effective Date of th1s FJrSt Amendment") by and between the COUNTY OF FRESNO, a political subd1v1s1on of the State ofCahforrua ("Lessor"), and FRESNO COMMUNITY HOSPITAL & MEDICAL CENTER, a Cahfom1a nonprofit pubhc benefit corporatiOn ("Lessee"}, collectiVely referred to herem as "the Parties" With reference to the followmg facts and obJeCtives RECITALS A The Parties concurrently entered mto that certam Master Agreement, Operatmg and Fundmg Agreement, Eqmpment Lease, Purchase of Serv1ces Agreement, and the VMC Lease (collectively defined m Sect10n I 28 of the Master Agreement as the "Transactwn Documents," all ofwh1ch are dated as of August 27, 1996 (the "ExecutiOn Date"}} m cons1derat10n of the executiOn of each of the other documents, and all of such documents represent a smgle mtegrated transactiOn between the Parttes B Cap1tahzed terms utlhzed but not defined herem have the meanmgs set fort m the TransactiOn Documents C The Eqmpment Lease (the "Lease") IS for the Lessor's leasmg to Lessee of certam eqmpment and funushmgs (the "Eqmpment"} located at the VMC Fac1hty, the Campus Chmcs and the Rural Chmcs Lessee has been usmg the Eqmpment under the Eqmpment Lease m connectiOn w1th the performance of1ts serv1ces under the Transaction Documents D The Parttes entered mto that certam first Amendment to TransactiOn Do(:uments, dated as of June 23, 1998 (the "F1rst Amendment to Transaction Documents"} E Lessee requested to purchase the Eqmpment from Lessor, and Lessor IS agreeable sellmg such Eqmpment to Lessee, m "as-1s" condition upon the terms and cond1t10ns prov1ded herem The Parties now w1sh to amend the Lease as heremafter set forth AMENDMENT IN CONSIDERATION of the foregomg Rec1tals, wh1ch are hereby mcorporated herem by reference, and m further cons1derat10n of the mutual covenants contamed herem and of other good and valuable cons1derat10n the sufficiency and rece1pt ofwh1ch are hereby acknowledged, the Part1es hereby amend the Lease as follows Lessee's RJghts Related to Purchase ofEqmpment Sect10n I 4 1s deleted m 1ts entirety 2 Worn Out Egmpment Sectwn 4 3 IS deleted m 1ts en!Jrety and replaced w1th the followmg "4 3 Used Egmpment Lessee des1res to purchase, and Lessor des1res to sell, the Eqmpment to Lessee m connectwn With the Part1es' approval and execu!Jon of the F1rst Amendment to the Lease for Valley Med1cal Center (the "F1rst Amendment to VMC Lease") It IS understood and agreed that under the F1rst Amendment to VMC Lease, the base monthly rents for the penod of October I, 2003 to September 30, 2004, V1h1ch totals Four M1lhon, F1ve Hundred Thousand Dollars ($4,500,000 00), mcludes the purchase pnce pa1d by Lessee to Lessor for Lessee's purchase of the Eqmpment under tins F1rst Amendment Lessor's sale and Lessee's purchase of the Eqmpment shall be complete only upon Lessee's payment of all such base rent payments to Lessor pursuant to the F1rst Amendment to VMC Lease There shall not be any cred1t of such monthly rent payments toward the purchase pnce of the Eqmpment 1fLessee makes less than all of the foregomg base monthly rent payments for the foregomg penod LESSEE ACKNOWLEDGES THAT ALL OF THE EQUIPMENT IS OR HAS BEEN IN LESSEE'S POSSESSION, THAT THE EQUIPMENT IS USED EQUIPMENT, AND THAT LESSEE HAS HAD A REASONABLE OPPORTUNITY TO FULLY INSPECT THE EQUIPMENT PRIOR TO THE EXECUTION OF THIS FIRST AMENDMENT, AND THAT LESSEE DID, IN FACT, INSPECT SAID EQUIPMENT. THE EQUIPMENT, INCLUDING TITLE TO THE EQUIPMENT, SOLD UNDER THIS FIRST AMENDMENT IS PURCHASED BY THE LESSEE "AS IS," AND THE LESSOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE FITNESS, DESIGN, OPERATION, QUALITY, WORKMANSHIP, TITLE TO OR CONDITION OF THE EQUIPMENT, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER; LESSOR DOES NOT REPRESENT OR WARRANT THAT THE EQUIPMENT IS OF A MERCHANTABLE QUALITY OR THAT IT CAN BE USED FOR ANY PARTICULAR PURPOSE. INITIALS OF LESSEE'S AUTHORIZED REPRESENTATIVE (J. PHILLIP HINTON, M.D., CHIEF EXECUTI~FICER) ACKNOWLEDGING AND AGREEING TO THIS SECTION 4.3: ." 3 Effect ofTenmnalion Sectwn 8 4 IS deleted m 1ts en!Jrety and replaced With the followmg "8 4 Upon the Lessee's full payment of the purchase pnce of the Eqmpment to Lessor and Lessor's sale of the Eqmpment to Lessee pursuant to Sectwn 4 3 ofth1s Lease, th1s Lease shall exp1re, prov1ded however, such sale and purchase of the Eqmpment shall not termmate, mod1fy or dJmJmsh, or otherw1se extend the lime for performance of, Lessee's obhgatwns under any of the other TransactiOn DocUlllents" Th1s F1rst Amendment shall not affect any portwn of the Lease pnor to the Effect1ve Date ofth1s F1rst Amendment Th1s F1rst Amendment shall become effec!Jve 2 upon October I, 2003, contmgent upon tbe Part1es' approval and executiOn of that certam F1rst Amendment to the VMC Lease to be entered mto concurrently w1th th1s F1rst Amendment Each party represents and warrants to the other party that each person executmg th1s F1rst Amendment JS duly authonzed by tbe party on whose behalf such f:xecu!Jon IS made, and that such person's authonty has not been termmated or revoked at the !Jme of such executiOn Except as otherw1se mod1fied by the F1rst Amendment to the Transactwn Documents, and by th1s F1rst Amendment, the Lease shall contmue m full fowe and effect accordmg to 1ts terms and conditiOns IN WITNESS WHEREOF, the part1es hereto have executed th1s Lease as of the day and year first heremabove wntten DATE !0(1/0J j ( Mmlmg Address Fresno and R Streets Fresno, CA 93175 Attentwn Ch1efExecu!Jve Officer TAXPAYERFEDERALID # 3 COUNTY OF FRESNO B Chmrman, Board of Supervisors DATE OCT 1 4 2003 Mmhng Address 2281 Tulare Street Fresno, CA 93721 AttentiOn County Admm1stra!Jve Officer ATTEST BerniCe Seidel, Clerk to the Board of Supervisors By J/uh~0~~~~ Deputy REVIEWED & RECOMMENDED FOR APPROVAL County Admm1stra!Jve Officer APPROVED AS TO LEGAL FORM ~ FOR ACCOUNTING USE ONLY 'vi Iff--Budget Umt No '!' Jv /j,__ Account No /I' ReqmsJtJon No ;\;~ F1rst Amendment to EqUipment Lease (final ) 4 APPROVED AS TO ACCOUNTING FORM JJ:gp L LEASE by and between County of Fresno and Fresno Community Hospital & Medical Center ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 ARTICLE 23 ARTICLE 24 ARTICLE 25 ARTICLE 26 ARTICLE 27 CEL\U!ASI!\161751 I TABLE OP CONTENTS DEFINITIONS DESCRIPTION TERM WARRANTIES RENT TAXES AND ASSESSMENTS USE • • MAINTENANCE, STRUCTURAL ALTERATIONS ALTERATIONS ENCUMBRANCES UTILITIES AND SERVICES INDEMNITY AND EXCULPATION INSURANCE CONDEMNATION DESTRUCTION • ASSIGNMENT AND SUBLETTING DEFAULTS; REMEDIES SIGNS • • RIGHT OF ENTRY SUBORDINATION; ESTOPPEL WAIVER • • • SALE OR TRANSFER OF PREMISES LANDLORD'S USE OF SPACE • LICENSING SURRENDER OF PREMISES; HOLDING OVER PRESERVATION OF PATIENT RECORDS MISCELLANEOUS -i- Paqe 2 4 4 5 6 7 10 13 15 15 16 17 18 21 23 27 29 32 32 33 34 35 35 36 36 38 38 LEASE Valley Medical Center This Lease ("Lease•) is made and entered into as of , 1996 by and between the COUNTY OF FRESNO, a ~p~o•l>i~t>i~c~a•l~subdivision of the State of California ("Landlord"), and FRESNO COMMUNITY HOSPITAL & MEDICAL CENTER, a California nonprofit public benefit corporation ("Tenant"), with reference to the following facts and objectives: RECITALS A. Landlord owns and operates that certain licensed acute care hospital known as Valley Medical Center of Fresno {"the Hospital"), which also provides skilled nursing and ambulatory care, as well as certain land on which the Hospital is situated and certain other buildings on said land, at 445 South Cedar Avenue, located in the City of Fresno, County of Fresno,, State of California (the •campus•), the legal description and a diagram of which are included in Exhibit "A" attached hereto and incorporated herein by this reference. Landlord also owns and operates at such location two ambulatory care clinics ("the Campus Clinics"). The Hospital, including the building known as Huntington Hall, and the Campus Clinics, together with surrounding real estate and the other improvements as shown on the diagram included in Exhibit "A", are collectively referred to herein as "the County Property.• B. Tenant is experienced in the management and operation of acute care hospitals, long term care and ambulatory facilities. c. Landlord and Tenant have entered into the Master Agreement, as defined hereinbelow, and, concurrently with the execution and delivery of this Lease, have entered into the Operating and Funding Agreement and the Equipment Lease, as such terms are defined hereinbelow. D. Tenant desires to lease a portion of the County Property (such portion to be referred to as the "Leased Property•, as defined in Article 1) from Landlord, and Landlord desires to lease the Leased Property to Tenant, on the terms and conditions of this Lease, for the purpose of operating an acute care hospital, ambulatory care clinics and for associated purposes, in furtherance of the overall transactions set forth in the Master Agreement. AGREEMENT NOW THEREFORE, in consideration of the above-referenced facts, the mutual covenants contained in this Lease, and for CEL\LEASE\161751 I -1- other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Landlord and Tenant, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1 DEFINITIONS As used in this Lease, the following words and phrases shall have the following meanings: 1.1 A1teration -any addition or change, structural or nonstructural, to, or modification of, any building constituting a part of the Leased Property including the Hospital, Huntington Hall and the Campus Clinics (collectively "the Buildings•) made during the Term by Landlord or Tenant including, without limitation, fixtures. but excludina Tenant's or Landlord's 'l.or ARTICLE 2 DESCRIPTION 2.1 Subject to the terms and conditions contained herein, Landlord hereby leases the Leased Property to Tenant, and Tenant hereby leases the Leased Property from Landlord. In addition, Landlord hereby grants to Tenant exclusive and non- exclusive licenses to utilize the parking areas listed in Table 2 of Exhibit "A", throughout the term. Landlord hereby also grants to Tenant the non-exclusive right to use the public and private driveways of the Campus solely for pedestrian and vehicular ingress and egress to the Leased Property. 2.2 Tenant's rights granted hereunder are expressly made subject and subordinate to any and all rights of existing and future "Lenders• (as defined in Article 1 hereof) and their respective assignees and successors, all as more fully set forth in and subject to the subordination provisions set forth in Article 20 hereof. Tenant shall enter into and execute any and all documents deemed necessary by any such Lenders and their respective assignees or successors to evidence, perfect and/or assure to said parties the full benefit of their superior and/or prior interests in and to Landlord's interest in the Leased Property, created pursuant to any •encumbrance(s)•, as such term in defined in Article 1 hereof, subject to the rights of Tenant set forth in Section 20.2. 2.3 The Hospital is presently licensed by the State of California to operate three hundred forty-seven (347) general acute hospital beds, forty (40) psychiatric beds in the acute psychiatric unit, and thirty (30) skilled nursing beds, and is certified and participates as a provider under Medicare and Medi- Cal legislation and regulations. ARTICLE 3 continuing to utilize the Leased Property. No holding over, nor any extension or renewal of this Lease, shall act as an extension of Phase 1 or a delay in the commencement of Phase 2, as such terms are defined in the Master Agreement. Tenant may terminate this Lease by giving to Landlord a three hundred sixty-five (365) day advance written notice of its intention to terminate, subject to the provisions of Section 25.5. If Tenant exercises the option to terminate as set forth in the preceding sentence, then during the period following the notice of Tenant's intention to terminate, Tenant (i) shall not be required to make any structural or nonstructural alterations pursuant to Section 8.3, and (iil shall be required to provide maintenance pursuant to Section 8.1 only to that portion of the Leased Property that Tenant actually occupies from time to time during such period. No such early termination shall reduce the rent due hereunder for any portion of the Initial Term nor affect the due date of any such rent. ARTICLE 4 WARRANTIES 4 • 1 TIDtAHT ACCBPTS TBii LBASBD PROPDTY • AS IS • Illr ITS BXISTIIIG PHYSICAL COIIDITIOIIr. BXCJ:PT WITH UGARD TO TBii SP:RIBLD SYSTJ:II AIID AS OTIIDWISJ: SJ:T PORTH I11r SJ:CTIOIIr 6 • 3 OP TBii JIASTD AGII.I:IDIJ:IIrT, LAIIDLOIU! BAS XADJ: llrO UPUSJ:IIrTATIOIIrS OR 'IQRIIAIIrTIJ:S, J:DUSS OR DIPLIBD, llrOR DOJ:S LAIIDLOIU! JIAQi AHY BIIR.J:IIIr UGARDIIIrG TBii COIIDITIOIIr OP TBii LJ:ASJ:D PROPDTY OR AHY PART TBDJ:OP IllrCLlJDIIIrG WITHOtl'l' LIKJ:TATIOIIr TBii STRO'CTORAL SOO'IIDDSS TBDJ:OP OR TBii LJ:ASJ:D PROPDTY' S PITBJ:SS POR AHY PARTIC'IJLAII. O'SJ: OR OCCO'PAIIrCY. Bl:CJ:PT WITH UGARD TO TBii SPRIIIltLD SYSTJ:II A11D AS OTBDWISJ: SJ:T PORTH I11r TBii JIASTD AGRJ:J:IIIDlT, LAIIDLOIU! PO'RTBD IlDDY SPECIFICALLY DISCLADIS AHY UPUSJ:IIrTATIOIIrS AIID/OR WARRAIIrTIJ:S, BOTH J:DUSS AIID DIPLIJ:D Illr LAW, WITH USPBCT TO TBii COIIDITIOIIr OR STATJ: OP UPAIR, IIAIIITABILITY, OR SUITABILITY OP TBii LBASJ:D PROPDTY, OR AHY PART TBJ:UOP, POR TBii O'SJ: A11D PORPOSBS PDIUTTJ:D BIIR.J:O')Il)J:R OR AHY OTIID PO'RPOSJ:, AIID LAIIrDLOIU! DOBS llrOT UPUSBIIrT OR WARRAIIrT THAT TBii LJ:ASJ:D PROPDTY OR AHY PART TBDJ:OP COIIPLIJ:S WITH AHY LAWS, OIU!IIIrAIIrCJ:S OR R.J:GO'LATIOIIrS ULATIIIrG TO TBii O'SJ:S A11D OCCO'PAIIrCY TBDJ:OP. TIDtAHT PO'LLY O'IIDBRSTAHDS THAT TBJ:U KAY BB CDTAIIIr UPAIRS A11D A.LTJ:RATIOIIS RBQO'IRJ:D GJ:XJ:RALLY OR POR TBii COIIrTIIIrO'J:D LICBIIrSIIIrG AIID/OR CDTIPICATIOIIr OP TBii HOSPITAL AHD/OR AHY OP TBii OTIID BUILDINGS. LA!IrDLOIU! A11D TIDtAHT SHALL BJ: GIVBIIr TBii OPPORTO'IIriTr TO UIIIrSPJ:CT TBii LJ:ASJ:D PROPDTr PRIOR TO TBii BPPBCTIVII DATJ:. CLoSIIIrG O'IIDD TBii JIASTD AGII.I:II:IIIDlT SHALL BJ: COIIrCLO'SIVJ: KVIDBIIrCJ: THAT TDAIIT IS SATISPIJ:D WITH TBii PHYSICAL COIIDITIOIIr OP TBii LJ:ASBD PROPDTY AHD BAS ACCBPTJ:D IT Illr ITS TBBIIr UISTIIIrG COIIDITIOII AS OP TBii BPPJ:CTIVII DATJ:. Initials of Tenant: CBL\LEASB\16l7n I -5- ARTICLE 5 5.1 The rent for the entire Initial Term shall be the sum of Thirty-Five Million Five Hundred Thousand Dollars ($35,500,000). Said rent shall be payable in six (6) equal monthly installments, on the first day of January, 1997, and on the first day of each subsequent month thereafter until paid in full. Commencing on the first day of the first calendar month next following the end of the Initial Term, if the Lease is renewed or extended as provided for in Article 3 or if there is any holding over by Tenant, the base monthly rent hereunder shall be the product of the Adjusted Monthly Per-Square-Foot Rental Amount (as determined using the formula set forth in Exhibit "B" attached hereto) multiplied by the total square footage of the buildings designated by the numbers 307, 308, 309, 310, 318, 321, 322, 323, 324, 325 and 331 in Table 1 of Exhibit "A" (excluding the Reserved Space as defined in Article 23 hereof). Such base monthly rent shall be further adjusted on each anniversary of the first day following the end of the Initial Term by adjusting the Adjusted Monthly Per-Square-Foot Rental Amount by the Cost Index Formula (as defined in Exhibit "B"l. The parties agree that for purposes of the determination of base monthly rent for each month during which this Lease is in effect following the Initial Term, the·total square footage subject to this Lease is four hundred forty-nine thousand five hundred ninety-six (449,596) square feet, which total shall be adjusted as set forth in Section 25.5. All rent hereunder is payable in legal tender of the United States, without abatement, deduction, or offset. 5.2 Subject to Section 5.1, any rent due under this Lease shall be payable monthly in advance on the first day of each month. If any renewal or extended term ends on a day other than the last day of a month, monthly rent for such partial month shall be prorated at the rate of 1/30th of the monthly rent per day. 5.3 All rent remittances shall be payable to Landlord, and shall be sent to Landlord at the address specified on the signature page of this Lease, or at such other address as may be designated by Landlord from time to time in writing to Tenant. 5.4 If any installment of rent is not received by Landlord within ten (10) days after its due date, such overdue amount shall bear interest, as additional rent, at the County's Pooled Rate (as defined below) applied daily and calculated from the date such rent installment was due until the date of payment to Landlord. The County's Pooled Rate shall mean the average interest earned by County on all of its investments during the County's prior fiscal year, as provided by County's Auditor- Controller/Treasurer-Tax Collector, calculated as of the first date of each month for which any rent installment was due. CBL\LIIASB\161751 I -6- 5.5 The rent provided in this Lease shall be in addition to all other payments to be made by Tenant as provided herein. Except as expressly provided herein, it is the purpose and intent of Landlord and Tenant that the rent provided herein shall be absolutely net to Landlord so that this Lease shall yield net to Landlord the base rent specified in this Lease in each month during the term of this Lease that rent is due and, except as otherwise specifically provided herein, Landlord shall have no obligation or liability to pay any amounts in connection with the ownership, operation and/or management of the Leased Property or any part thereof, whether for real and personal property taxes, or insurance premiums of any kind, or, except as set forth in Section 8.1 or Section 8.3, maintenance of any kind, or license fees. Excluding encumbrances for which Landlord is liable, all costs and expenses including, without limitation, taxes, assessments, insurance premiums, maintenance (other than as set forth in Section 8.1 or Section 8.3), license fees and obligations of every kind and nature whatsoever relating to the use and/or management of the Leased Property by Tenant which may accrue during the Initial Term or any renewal or extension thereof or holding over shall be paid by Tenant except as expressly provided herein, and Landlord shall be indemnified and held harmless by Tenant from and against all such obligations required to be paid or performed by Tenant. ARTICLE 6 TAXES AND ASSESSMENTS 6.1 Tenant shall pay all taxes, assessments, license fees, and other charges ("Personal Property Taxes") that are levied and assessed against Tenant's personal property, including leasehold improvements, furniture, fixtures and equipment installed, whether by Landlord or Tenant, or located in or about the Leased Property and which are owned by Tenant, which taxes accrue during the term, regardless of when the same may be payable. 6.2 Subject to the provisions regarding proration in Section 6.5, Tenant shall pay all real property taxes, assessments and levies, both general and special ("Real Property Taxes•), if any, which are or are hereafter levied, assessed, or are otherwise imposed against the Leased Property and which relate to the term of this Lease, regardless of when the same may be payable. 6.3 Tenant shall arrange to have property tax bills sent directly to Tenant. However, if Landlord receives any tax bills or assessment notices, Landlord shall furnish Tenant with the tax bills or notices promptly following receipt thereof by r.andlord. Subject to the provisions of Section 6.6, Tenant shall pay the respective taxes not later than the taxing authority's CE.L\LEASE\1617$11 -7-01114196 1&37am delinquency date as to each installment, and shall furnish Landlord with satisfactory evidence of these payments promptly following such payments. 6.4 Should (il Tenant at any time during the term default on the payment of Real Property Taxes or Personal Property Taxes (collectively, "Taxes•), or (ii) a Lender requires the imposition of monthly or periodic escrow of taxes, then in either such event, Tenant shall pay to Landlord (or to Landlord's Lender, as Landlord may direct), together with and in addition to any monthly payments of rental and other payments payable under the terms of this Lease, on the dates set forth herein for the making of monthly rental payments, or, if none, then on the first day of each month, until the end of the term, a sum, as estimated by Landlord, equal to the taxes next due on the Leased Property and any personal property located therein divided by the number of months to elapse before one month prior to the date when such taxes will become delinquent, such sums to be held by Landlord to pay such Taxes. Such payments, hereinafter referred to as "Reserves•, are to be held without any allowance of interest or dividend to Tenant and need not be kept separate and apart from other funds of Landlord. All payments mentioned in this Section and all other payments to be made under this Lease shall be added together and the aggregate amount thereof shall be paid by Tenant each month in a single payment. The arrangement provided for in this Section is solely for the added protection of Landlord and entails no responsibility on Landlord's part beyond the allowing of due credit, without interest, for the sums actually received by it. If the total of the Reserves hereof shall exceed the amount of payments actually applied by Landlord, such excess may be credited by Landlord on subsequent payments to be made by Tenant or, at the option of Tenant, refunded to Tenant or its successors. If, however, the Reserves shall not be sufficient to pay the sums required when the same shall become due and payable, Tenant shall immediately deposit with Landlord the full amount of any such deficiency. If there shall be a default under any of the provisions of this Lease, Landlord may use, apply or retain, to cure such default and to compensate Landlord for all damage sustained by Landlord as a result of such default, at any time, all or any part of the Reserves held by Landlord, and upon demand of Landlord, Tenant shall immediately deposit with Landlord a sum equal to the portion of the Reserves so used, applied or retained by Landlord. If there shall be a default under any of the provisions of this Lease, Landlord may apply, at any time, the balance then remaining in the funds accumulated under this Section 6.4, less such sums as will become due and payable for the upcoming tax liability, against the amounts due and payable under this Lease. 6.5 Tenant's liability to pay Taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a tax year included in the term at its commencement and expiration. Prorations shall be based on assessments and, CEL\LBASE\1617.51 I -8-0111-4196 10 J7.ua subject to the provisions of Section 6.6, Tenant shall pay such prorations when the prorated tax installment becomes due. 6.6 Tenant shall have the right to contest or review by legal proceeding, or in such other manner as it may deem suitable (which, if instituted, Tenant shall conduct promptly at its own expense, and free of any expense to Landlord, and if necessary, in the name of Landlord) any Taxes. Tenant may defer payment of a contested item upon condition that, before instituting any such proceeding, Tenant shall furnish to Landlord, or to any Lender Landlord may designate, security reasonably satisfactory to Landlord and such Lender sufficient to cover the amount of any contested Real Property Taxes. Notwithstanding the furnishing of any such security, Tenant shall promptly pay such contested item if at any time the Leased Property or any part thereof shall be in danger of being sold or forfeited. The legal proceeding herein referred to shall include an appropriate proceeding to review tax assessments and appeals from any judgment, decree, or order in connection therewith, but such proceeding shall be commenced as soon as possible after the assessment of any contested item and shall be prosecuted to final adjudication with reasonable diligence. If there shall be any refund with respect to any contested item based on a payment by Tenant, Tenant shall be entitled to such refund to the extent of such payment. 6.7 Tenant shall, in addition to all other sums, pay all fees for inspection and examination of the Leased Property during the term hereof which are charged by any public authority having jurisdiction with respect to the Leased Property, unless the examination or inspection is in connection with maintenance or repair obligations that are Landlord's responsibility under Sections 8.1 or 8.3, in which case Landlord shall pay any related inspection or examination fees. 6.8 Tenant shall not be required to pay any municipal, county, state, or federal income or franchise taxes of Landlord, or any municipal, county, state, or federal estate, succession, inheritance, or transfer taxes of Landlord. If at any time during the term, the State of California or any political subdivision of the State of California, including any county, city, city and county, public corporation, district, or any other political entity or public corporation of the State of California, levies or assesses against Landlord a tax, fee, or excise on (i) rents, (ii) the square footage of the Leased Property, (iii) the act of entering into this Lease, or (iv) the occupancy of Tenant, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added tax, as a direct substitution in whole or in part for, or in addition to, any real property taxes, Tenant shall pay before delinquency that tax, fee, or excise. CE.L\LBASB\1617511 -9-01/14/96 J0 J1IUII ARTICLE 7 7.1 Tenant shall use the Leased Property for a licensed acute care hospital, ambulatory care facilities and for related health care functions, and for no other use without Landlord's prior written consent. 7.2 Tenant's use of the Leased Property as provided in this Lease shall be in accordance with the following: 7.2.1 Tenant shall not do, bring, or keep anything in, on or about the Leased Property that will cause a cancellation of any insurance covering the Leased Property. 7.2.2 Tenant shall cause the Leased Property to be and remain licensed and certified by the applicable state and/or local governmental agencies, and shall maintain such license(s) and certifications during the term of this Lease, as more fully set forth in Section 13.1 of the Master Agreement except to the extent that the Leased Property is not in compliance on the Effective Date. Except as set forth in Section 8.1 and Section 8.3, at Tenant's sole expense, Tenant shall cause the Leased Property to conform to the requirements and provisions of all applicable laws, rules, regulations and ordinances concerning the use of the Leased Property including, without limitation, the obligation at Tenant's sole cost to alter, maintain, replace or restore the Leased Property or any part thereof in compliance and conformity with all laws relating to the condition (other than the condition existing as of the Effective Date), use or occupancy of the Leased Property during the term. Tenant shall deliver to Landlord, promptly following receipt thereof, copies of all inspection reports respecting the Leased Property issued during the term hereof by any and all governmental agencies which conduct inspections thereof. 7.2.3 Subject to the provisions of Section 7.1, Tenant shall not use the Leased Property in any manner that will constitute waste, nuisance, or cause unreasonable annoyance to owners or occupants of adjacent properties. 7.2.4 Subject to the provisions of Section 7.1, Tenant shall not do anything on the Leased Property that will cause damage (except as the result of ordinary wear and tear) to the Leased Property or any part thereof. The Buildings shall not be overloaded with furniture, equipment or machinery in such manner that damage is caused to the Buildings or any part thereof. No machinery, apparatus or other appliance shall be used or operated in, on or about the Buildings that will in any manner injure the Buildings or any part thereof, except as the result of ordinary wear and tear. CI!LILEASE\1617ll I -10-01110196 lD-37 .. 7.2.5 Hazardous Waste Provisions: 7.2.5.1 Tenant shall not release, use, generate, manufacture, store or dispose of on, under or about the Leased Property or transfer to or from the Leased Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials (collectively, "Hazardous Substances"). There is excluded from this prohibition Hazardous Substances of the type commonly used in acute care hospitals and medical offices in California, in ordinary and reasonable quantities, subject to the condition that they are used, stored, and disposed of in accordance with law. As used in this Lease, Hazardous Substances shall include, but not be limited to, substances defined as "Hazardous Substances•, "Hazardous Materials", or "Toxic Substances• in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601, ~.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 ~.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 ~.; the Clean Water Act, 33 U.S.C. §§ 466 ~.; the Safe Drinking Water Act, 14 U.S.C. §§ 1401 ~.; the Superfund Amendment and Reauthorization Act of 1986, Public Law 99-499, 100 Stat. 1613; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 ~~-· as amended; the Clean Air Act, 42 U.S.C. §§ 7401 ~.; the Occupational Safety and Health Act ("OSHA"), 29 u.s.c. §§ 651 ~ ~--; California Environmental Quality Act, Pub. Res. Code Section 21000 ~.; Carpenter-Presley-Tanner Hazardous Substance Account Act, Health and Safety Code Section 25,300 ~ ~.; Hazardous Waste Control Law, Health and Safety Code Section 25100 ~.; Porter-Cologne Water Quality Control Act, Water Code Section 13000 ~.; Hazardous Waste Disposal Land Use Law, Health and Safety Code Section 25220 ~.; Safe Drinking Water and Toxic Enforcement Act of 1986 ("Prop 65"), Health and Safety Code Section 25249.5 ~.; Hazardous Substances Underground Storage Tank Law, Health and Safety Code Sec:tion 25280 ~-; Air Resources Law, Health and Safety Code• Section 39000 ~-· Hazardous Materials Release Response Plans and Inventory, Health and Safety Code Sections 25500-25541; Toxic Pits Cleanup Act, Health and Safety Code Section 25208 ~.; California Civil Code Section 2782.6; oil, gas and other hydrocarbons; "Medical Wastes• as defined in the Califo1~ia Medical Waste Management Act, Health and Safety Code Sec:tion 25015 ~.; and those materials and substances of a similar nature regulated or restricted under any other laws of t.he United States or State of California now existing or hereafter adopted, and in regulations adopted and publications promulgated pursuant to said laws. 7.2.5.2 If Tenant obtains actualL knowledge that a Hazardous Substance, or a condition involving or relating to the same, has come to be located in, on or about the Leased Property, other than as previously consented to by Landlord, Tenant shall immediately give written notice Qf such CE.L\LI!.ASE\1611!11 I -11-01114196 1<>-371111 fact to Landlord. Tenant shall indemnify, protect, defend and hold harmless Landlord, its agents, employees, partners (including, in the case of a corporate partner, such corporation's shareholders, officers and directors) and Lenders, and the Leased Property, from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties and attorneys' and consultants' fees arising out of or involving any Hazardous Substances brought onto and/or released from or onto the Leased Property by Tenant or any of Tenant's employees, agents, contractors or invitees during the term of this Lease, but not against any such claims, damages, liabilities or expenses resulting from conditions existing prior to the Effective Date or resulting from the actions of a person or entity that is not an employee, agent, contractor or invitee of Tenant on the Leased Property or adjacent property. Tenant's obligations hereunder shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Tenant during the term, and the cost of investigation, removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Landlord in writing at the time of such agreement. 7.2.5.3 Tenant shall, at its sole cost and expense, promptly take all investigatory and/or remedial action formally ordered or required, for the clean-up of any contamination of, and for the maintenance, security and/or monitoring of, the Leased Property that was caused or materially contributed to by Tenant or any of its employees, agents, contractors or invitees, relating to or involving any Hazardous Substances brought onto and/or released from the Leased Property during the term of this Lease. 7.2.6 Subject to Section 8.1 and Section 8.3, Tenant shall comply with, and the leasehold created by this Lease is subject to, all covenants, conditions, restrictions, easements and rights of way affecting the Leased Property. 7.3 Tenant shall furnish to Landlord, promptly upon receipt by Tenant, copies of all Life Safety Code, survey and inspection reports relating to the Leased Property, together with copies of all correspondence received by Tenant from, and sent by Tenant to, any and all regulatory authorities having cognizance or authority over operation at the Leased Property, including but not limited to the State Fire Marshal, the California Department of Health Services, and the agencies regulating Medicare and Medi-Cal certification of the Leased Property, and their reimbursement and/or provider agreements with such agencies. Tenant shall also furnish to Landlord copies of all plans of CEL\l.EASE\1617$1 I -12-01114196 1()-37~~a correction submitted to any such agency by Tenant concurrently with such submission. Tenant shall notify Landlord immediately each time a survey or inspection of any of the Leased Property of which Tenant obtains actual knowledge is commenced by any regulatory body or authority. 7.4 Landlord shall indemnify, protect, defend and hold harmless Tenant, its agents, employees, partners (including, in the case of a corporate partner, such corporation's shareholders, officers and directors), from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties and attorneys• and consultants' fees arising out of or involving the presence in, upon, about or beneath the Leased Property of any Hazardous Materials requiring remediation under applicable environmental laws and caused by any person or entity other than Tenant or any of Tenant's employees, agents, contractors or invitees. ARTICLE 8 MAINTENANCE. STRUCTURAL ALTERATIONS 8.1 Except as expressly set forth herein and in Section 8.3, Tenant shall, during the term of this Lease, at its sole cost and expense, provide routine maintenance to keep the Leased Property in the physical condition which exists on the Effective Date (subject to ordinary wear and tear occurring during the term). Except as set forth in this Section 8.1 and Section 8.3, neither Landlord nor Tenant shall have any responsibility to maintain the Buildings or any part thereof including, without limitation, any structural maintenance, repair or replacement. If either Landlord or Tenant desires that any maintenance, repair or replacement be made to the Leased Property the cost of which is not specifically allocated in this Section 8.1 or Section 8.3, such maintenance, repair or replacement may be made by such party desiring the maintenance, repair or replacement at that party's sole cost and expense. Notwithstanding the foregoing, however, Landlord shall maintain the grounds of the Campus, including that part of the Campus leased to Tenant as part of the Leased Property, at the expense of Landlord. Landlord shall have reasonable access to the Leased Property in order to carry out such functions and any obligations Landlord may have under Section 8.3. Except with regard to the matters provided in this Section 8.1 or Section 8.3 that are the responsibility of Landlord, Tenant waives all rights under any laws which may provide for Tenant's right to make repairs and deduct the expenses of such repairs from rent. 8.2 Tenant shall have the right to install in the Buildings any and all equipment and fixtures which Tenant desires to install therein and which are necessary or convenient to Tenant's use of the Leased Property as permitted herein, without CEL\LEASB\161751 I ·13-01114196 II}J7am the consent of Landlord. All such property so installed by Tenant shall remain Tenant's property (other than installations, alterations or improvements to the Equipment, as that term is defined in the Equipment Lease) and may be removed by Tenant at the expiration or earlier termination of this Lease. 8.3 Except as set forth below, Landlord shall be responsible, at its own expense, for any capital repairs or replacements to the Leased Property that become necessary for reasons of public health and public safety during the term of this Lease, provided, however, that Tenant shall pay to Landlord, on each anniversary of the Effective Date while this Lease is in effect, a portion of the total cost of any such capital repairs or replacements made during the previous year (but excluding any capital repairs or replacements made in the first year of the Initial Term) equal to such total cost multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of years of the useful life of the capital repair or replacement in question, as determined by agreement of the parties. Notwithstanding the above, however, Landlord shall be solely responsible for (il all structural or nonstructural alterations of the Leased Property necessitated by demands by any governmental agencies for such alterations made during the first five (5) years of the Initial Term if such demands are based upon current interpretations of existing law, and (iil all structural or nonstructural alterations of the Leased Property necessitated by demands by any governmental agencies for such alterations made during the first four (4) years of the Initial Term if such demands are based upon new interpretations of existing law or changes or additions to existing law, except that (i) and (iil shall not be applicable if such demands by governmental agencies are the result of or due to the acts of Tenant (including any reconstruction, refurbishing or other changes made by Tenant, all of which shall be at the expense of Tenant, that uncover or trigger a legal requirement to make any structural or nonstructural alterations), in which case Tenant shall be solely responsible for the structural or nonstructural alterations of the Leased Property necessary to comply with a demand by a governmental agency. At the time any demand for structural or nonstructural alterations is made by any governmental agency or either party determines there is a need for capital repairs, the parties agree to meet and confer with the goal of developing strategies for minimizing the cost and extent of such alterations in light of the limited period of time for which the parties expect the Leased Property to be used for provision of health care services. Landlord shall indemnify, protect, defend and hold harmless Tenant, its agents, employees, partners (including, in the case of a corporate partner, such corporation's shareholders, officers and directors), from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties and attorneys' fees resulting from any failure by Landlord to peyform its obligations under Section 8.1 and this Section 8.3. Tenant shall indemnify, protect, defend CBLIULUB\1617$1 I -14-01114196 1Cl-37am. and hold ha~ess Landlord, its agents, employees, partners (including, in the case of a corporate partner, such corporation's shareholders, officers and directors), from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties and attorneys' fees resulting from any failure by Tenant to perform its obligations under Section 8.1 and this Section 8.3. Any maintenance, repair or replacements shall be accomplished in a manner that will cause the least inconvenience, annoyance, and disruption to the Leased Property and the operation of the business of Tenants in the Leased Property. ARTICLE 9 ALTERATIONS 9.1 Tenant shall not make or allow to be made any alterations, remodeling or additions to the Buildings or any part thereof in excess of Fifty Thousand Dollars ($50,000.00) per alteration, remodel or addition during the term of the Lease without Landlord's prior written consent. Tenant shall request such consent at least forty-five (45) days prior to the proposed date of beginning the alteration, and Landlord shall respond with its written consent or disapproval within twenty-one (21) days of such request. If Landlord does not respond in such twenty-one (21) day period, Tenant shall send Landlord a second notice. If Landlord does not respond within seven (7) days of such second notice, Landlord's consent will be deemed to have been granted. 9.2 If Tenant makes any alterations to the Buildings as provided in this Article, the alterations shall not be commenced until ten (10) days after Landlord has received notice from Tenant stating the date the installation of the alterations is to commence to allow Landlord time to post and record a notice of nonresponsibility. 9.3 Any alterations made by Tenant shall remain on and be surrendered with the Leased Property on expiration or termination of the term. ARTICLE 10 ENCUMBRANCES 10.1 The party performing construction or maintenance on the Leased Property (the •construction Party•) shall pay all costs for construction done by it or caused to be done by it on the Leased Property as permitted by this Lease. The Construction Party shall keep the Leased Property free and clear of all encumbrances and all mechanic's liens and other liens by reason of work labor, services or materials supplied or claimed to have CEL\LI!ASE\1617n I -15-01114196 IG-31am been supplied to the Construction party, or anyone holding the Leased Property or any part thereof through or under the Construction Party. 10.2 The Construction Party shall have the right to contest the correctness or validity of any such lien if the Construction Party provides reasonable security for same. The Construction Party hereby indemnifies the other party to this Lease against any such lien or claim. 10.3 If the Construction Party shall fail to discharge any such lien within fifteen (15) days of its being filed or fails to furnish reasonable security therefor as may be required by the other party to this Lease or any Lender, then, in addition to any other right or remedy of the other party to this Lease resulting from the Construction Party's said default, the other party to this Lease may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by giving security or in such other manner as is or may be prescribed by California law or practice. The Construction Party shall repay to the other party to this Lease, on demand, all sums disbursed or deposited by the other party to this Lease pursuant to the foregoing provisions of this Section, plus interest thereon at the County's Pooled Rate as of the date the other party to this Lease discharges any lien hereunder, applied daily and calculated from the date the other party to this Lease discharges such lien. Nothing contained herein shall imply any consent or agreement on the part of either party to this Lease to subject its estate in the Leased Property to liability under any mechanic's or other lien law. ARTICLE 11 UTILITIES AND SERVICES 11.1 During the Initial Term and any extension, renewal or period of holding over, Tenant shall make all arrangements for, and prior to delinquency pay for, all utilities and services furnished to the Leased Property or used by it, including, without limitation, gas, electricity, water, telephone service, and trash collection, and for all connection charges and deposits required by any of said utilities. Landlord shall reimburse Tenant for a pro-rata portion based on square footage of any utilities used by Landlord in operating County Property that is not Leased Property. Landlord shall not be liable for any interruption in the provision of any such utility services to the Leased Property. CBL\LBASB\1617n I -16-01114196 ICH7a ARTICLE 12 INPEHNITX AND EXCULPATION 12.1 This Lease is made upon the express condition that Landlord, its officers, successors and assigns (for purpose of this Article, "Landlord") and the Leased Property are to be defended and held free and harmless by Tenant of and from each and every claim, demand, lien, loss, penalty, cost (including attorneys• fees and costs of litigation) and damage of any kind or nature whatsoever (collectively, •claims•) at any time made by reason of any injury or death to any person or persons, including Tenant, or damage or destruction to property of any kind whatsoever and to whomsoever belonging including, without limitation, Tenant, from any cause or causes, while in, upon or in any way connected with the Leased Property (including Tenant's rendering or failure to render competent medical, dietary and sanitary care to patients and occupants), the sidewalks adjacent to the Leased Property, and Tenant's personal property located on the Leased Property, during the term of this Lease or any extension thereof. Tenant hereby agrees during the term of this Lease to indemnify, defend and save Landlord and the Leased Property harmless from and against any and all claims, and any and all costs and expenses incurred as a result thereof including, without limitation, the reasonable costs and expenses of attorneys and litigation costs resulting or arising directly or indirectly out of Tenant's possession, occupancy and/or use of the Leased Property or arising directly or indirectly out of the condition (other than the condition existing as of the Effective Date), use or misuse of the Leased Property and the approaches and appurtenances thereto, including, without limitation, all adjacent sidewalks, alleys, and the parking areas covered by this Lease during the Initial Term and any extension, renewal or period of holding over. Excluded from Tenant's obligations set forth in this Section are claims for damages to the extent that such claims for damages are the direct and proximate result of the condition of the Leased Property on the Effective Date, Landlord's negligence, willful acts or omissions, or Landlord's material breach of this Lease, and Landlord shall indemnify, defend and save Tenant harmless from and against any and all such claims, and any and all costs and expenses incurred as a result of such claims. To the extent that claims for damages are the result, in part, of the condition of the Leased Property on the Effective Date, Landlord's negligence, willful acts or omissions, or Landlord's material breach of this Lease and also the result, in part, of a cause for which Tenant is obligated to defend, hold harmless and indemnify Landlord under this Section, Tenant's and Landlord's respective liability shall be determined under general principles of comparative liability under California law. 12.2 Tenant hereby agrees that Landlord and the Leased Property shall not be liable for, and Tenant hereby agrees during the term of this Lease to indemnify, defend and hold Landlord and CBL\LBASB\161751 I -17-01114196 10'371111 the Leased Property harmless from and against any and all claims, and any and all costs and expenses, including reasonable attorneys' fees and costs of litigation which arise out of or are incurred in connection with, injury to Tenant's business or any loss of income therefrom or for damages to the goods, wares, merchandise or other property of Tenant, Tenant's employees, agents, invitees, patients, occupants, or any other person in or about the Leased Property, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, or from any other cause, whether the said damage or injury results from conditions arising on the Leased Property or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Excluded from Tenant's obligations set forth in this Section are claims for damages to the extent that such claims for damages are the direct and proximate result of the condition of the Leased Property on the Effective Date, Landlord's negligence, willful acts or omissions, or Landlord's material breach of this Lease, and Landlord shall indemnify, defend and save Tenant harmless from and against any and all such claims, and any and all costs and expenses incurred as a result of such claims. To the extent that claims for damages are the result, in part, of the condition of the Leased Property on the Effective Date, Landlord's negligence, willful acts or omissions, or Landlord's material breach of this Lease and also the result, in part, of a cause for which Tenant is obligated to defend, hold harmless and indemnify Landlord under this Section, Tenant's and Landlord's respective liability shall be determined under general principles of comparative liability under California law. ARTICLE 13 INSQRANCE 13.1 Tenant shall, at its sole cost and expense, maintain in full force and effect at all times during the term of this Lease insurance with coverage provisions and limits of liability sufficient to satisfy the requirements set forth below. Such insurance shall be obtained from insurance carriers authorized to do business in the State of California, with Best's Ratings of "B++" or better (except for underwriters at Lloyds of London). 13.1.1 General Liability Insurance. General liability insurance, written on an occurrence basis, covering liability for bodily injury and property damage, with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage, and a minimum Two Million Dollars ($2,000,000) aggregate limit. Such insurance shall provide coverage for blanket contractual liability. The CELIU!ASB\1617511 -18- pollution exclusion, if any, shall not apply to liability arising from hostile fire. 13.1.2 Automobile Liability Insurance. Automobile liability insurance covering liability for bodily injury and property damage, with a minimum combined single limit of One Million Dollars ($1,000,000) per accident for bodily injury and property damage. Coverage shall apply to any of the Tenant's vehicles, whether owned, leased, non-owned or hired. 13.1.3 Workers' Compensation and Employer's Liability Insurance. Workers' compensation insurance with statutory limits, including employer's liability insurance for all employees with a minimum One Million Dollar ($1,000,000) limit. 13.1.4 Excess Liability Insurance. Excess liability insurance, written on an occurrence basis, covering liability for bodily injury and property damage in excess of the liability insurance required in Sections 13.1.1, 13.1.2 and 13.1.3 with a minimum combined single limit of Fifteen Million Dollars ($15,000,000) per occurrence for bodily injury and property damage, and a minimum Fifteen Million Dollars ($15,000,000) aggregate limit. The pollution exclusion, if any, shall not apply to liability arising from hostile fire. 13.1.5 Property Insurance. Property insurance, written on an all risk, replacement cost basis, covering the Leased Property in an amount equal to the full replacement value of the property. Such insurance shall include: 13.1.5.1 An agreed amount provision or equivalent provision that waives coinsurance; 13.1.5.2 Coverage for increased cost of construction and demolition resulting from the enforcement of building laws or ordinances, with a minimum limit of One Million Dollars ($1,000,000); 13.1.5.3 Flood insurance, if the Leased Property is located within a flood plain; 13.1.5.4 Sprinkler leakage, including leakage caused by earthquake; 13.1.5.5 Loss of rents with a limit equal to six (6) months of rental income; and 13.1.5.6 If the property insurance underwriter is different from the boiler and machinery insurance underwriter, a joint loss agreement in the property policy. CBL\LBASE\1617!51 I -19-(&'14196 10 37am 13.1.6 Boiler and MaChinery Insurance. Boiler and machinery insurance, written on a comprehensive basis with replacement cost, covering direct damage to all insurable objects, with a minimum limit of Five Million Dollars ($5,000,000) per accident. Such insurance sh~ll include: 13.1.5.1 Expediting expense coverage with a minimum One Hundred Thousand Dollar ($100,000) limit; and 13.1.6.2 If the property insurance underwriter is different from the boiler and machinery insurance underwriter, a joint loss agreement in the boiler and machinery policy. 13.1.7 Endorsements. The liability, property and boiler and machinery insurance policy required by this Section 13, shall: 13.1.7.1 Waive any right of subrogation of the insurers as against Landlord and its respective officers, employees and agents; and 13.1.7.2 State that the insurer shall provide Landlord with written notice of cancellation at least thirty (30) days prior to any cancellation of the policy. The liability insurance shall provide: 13.1.7.3 That the insurance shall be primary and not excess to or contributing with any insurance or self-insurance maintained by Landlord; and 13.1.7.4 That Landlord and its respective officers, employees and agents are additional insureds. The property insurance shall contain a lenders loss payable provision or mortgagee provision, as appropriate. 13.1.8 Evidence of Insurance. Upon the execution and delivery of this Lease, and upon the anniversary of each insurance policy required by this Section 13, Tenant shall furnish Landlord with certification of all required insurance. 13.2 Periodically, but not less than every three (3) years, Tenant and Landlord shall review the limits of liability for liability, property and boiler and machinery insurance required by this Section 13, and shall negotiate increased limits of liability as necessary. 13.3 Tenant may, with the consent of Landlord, enter into alternative risk financing programs, such as self-insurance or captive insurance for any of the liability, property and/or CEL\LEASE\1617,1 I -20-01114196 ID-37mr. Qoiler and machinery risks for which it is obligated to provide insurance under this Section 13. Landlord shall not unreasonably withhold such consent for such alternative risk financing programs if approved in writing by the insurance consultant. Upon commencement of such alternative risk financing program, Tenant shall obtain the written opinion of an insurance consultant that such alternative risk financing program, including the risk reserve aspects thereof, is reasonable and appropriate and consistent with the requirements of all applicable debt financing instruments, and shall provide Landlord with a copy of the insurance consultant's written opinion. Further, Tenant shall, not less than every three (3) years following commencement of such alternative risk financing program, obtain a written analysis of the alternative risk financing and reserve funds from a consulting actuary, and provide Landlord with a copy of the consulting actuary's written analysis. 13.4 The proceeds from any and all hazard insurance policies shall be used as set forth in Article 15. 13.5 In the event Tenant does not maintain any of the foregoing policies of insurance, Landlord may, but shall not be obligated to, pay the premiums therefor, and such amounts plus interest applied daily and calculated from the date of such payment by Landlord at the county's Pooled Rate as of the date of such payment by Landlord shall be additional rent immediately due and payable. Landlord's election to make said payments shall not be deemed a waiver of any other remedies, or an election of remedies by Landlord, nor as liquidated damages. ARTICLE 14 CONDEMNATION 14.1 Definitions: 14.1.1 "Condemnation" means (i) the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor, and (ii) a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. 14.1.2 "Date of taking" means the date the condemnor has the right to possession of the property being condemned. 14.1.3 "Award" means all compensation, sums, or anything of value awarded, paid, or received on a total or partial condemnation. C'EL\L.EASE\.16175! I -21- 14.2 If during the term of this Lease there is any taking of all or any part of the Leased Property or any interest in this Lease by condemnation, the rights and obligations of the parties shall be determined pursuant to the provisions of this Article. 14.3 If the Leased Property is totally taken by condemnation, this Lease shall terminate on the date of taking. 14.4 If any portion less than all of the Leased Property is taken by condemnation, this Lease shall remain in effect, except that Tenant can elect to terminate this Lease if the remaining portion of the Buildings or other improvements that are a part of the Leased Property is, in the sole opinion of Tenant, rendered unsuitable for Tenant's continued use of the Leased Property. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate pursuant to this Section by giving notice to Landlord within sixty (60) days after the nature and extent of the taking have been finally determined. If Tenant elects to terminate this Lease as provided in this Section, Tenant also shall notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of its election to terminate; except that this Lease shall terminate on the date of taking if the date of taking falls on a date before the date of termination as designated by Tenant. If Tenant does not terminate this Lease within the sixty (60) day period, this Lease shall continue in full force and effect. 14.5 If there is a partial taking of the Leased Property and this Lease remains in full force and effect pursuant to Section 14.4 above, Landlord at its cost shall accomplish all necessary restoration. 14.6 If this Lease remains in full force and effect, the Award shall belong to and be paid to Landlord. If this Lease terminates, the Award shall belong to and be paid to Landlord, except that Tenant shall receive from the Award a sum attributable to Tenant's Improvements or alterations made to the Leased Property by Tenant in accordance with this Lease, which Tenant's Improvements or alterations Tenant has the right to remove from the Leased Property pursuant to the provisions of this Lease but elects not to remove. 14.7 Bach party waives the provisions of Code of Civil Procedure Section 1265.130 (or any successor statutes) allowing either party to petition the superior court to terminate this Lease in the event of a partial taking of the Leased Property, and waives such other provisions of law as may be in conflict herewith. 14.8 No condemnation, total or partial, shall reduce the rent due hereunder for any portion of the Initial Term, nor affect the due date of any such rent. CBLILI!.UI!\161751 I -22- ARTICLE 15 DESTRUCTION 15.1 If during the term the Leased Property is totally or partially destroyed from a risk covered by the insurance described in Article 13, rendering the Leased Property totally or partially inaccessible or unusable, such destruction, in and of itself, shall not terminate thjs Lease. Upon the occurrence of destruction of a level that substantially interferes with Tenant's use of the Leased Property, Tenant may terminate this Lease by giving notice to Landlord. If Tenant elects to terminate this Lease under this Section, Tenant must exercise its right to terminate by giving written notice to Landlord within thirty (30) days of the destruction, and such written notice shall specify the date of termination, which date shall not be earlier than the date of destruction nor later than ninety (90) days after the date of such notice. If Tenant elects to terminate this Lease under this Section, Tenant must as soon as possible but in no event later than the date of termination, pay to Landlord the available insurance proceeds (excluding proceeds received on account of the loss of Tenant's personal property), or, if Tenant has not yet received those insurance proceeds as of the date of termination, Tenant must concurrently assign all of its right, title and interest in and to those proceeds to Landlord by a legally valid and enforceable assignment in form satisfactory to Landlord. If Tenant may not or does not elect to terminate this Lease under this Section, Landlord shall, at Tenant's request, restore the Leased Property to substantially the same condition as it was in immediately before destruction, but only to the extent that the insurance proceeds are sufficient to cover the cost of restoration, using the procedures set forth in Section 15.5. No termination of this Lease under this Section shall relieve Tenant of its obligations to provide the specified medical services or to otherwise carry out its duties under the Master Agreement or the Operating and Funding Agreement. No termination of this Lease under this Section shall reduce or modify the amount of rent for the Initial Term or modify the schedule for payment of rent set forth in Section 5.1. 15.2 Subject to the provisions set forth below in this Section 15.2, if during the term the Leased Property is totally or partially destroyed from a risk not covered by the insurance described in Article 13, rendering the Leased Property totally or partially inaccessible or unusable by Tenant, such destruction, in and of itself, shall not terminate this Lease. Upon the occurrence of destruction of a level that substantially interferes with Tenant's use of the Leased Property, Tenant may terminate this Lease by giving notice to Landlord. If Tenant elects to terminate this Lease under this Section, Tenant must exercise its right to terminate by giving written notice to Landlord within thirty (30) days of the destruction, and such CEL\LEASB\1617n I -23-01114196 10 J7am written notice shall specify the date of termination, which date shall not be earlier than the date of destruction nor later than ninety (90) days after the date of such notice. If Tenant may not or does not elect to terminate this Lease under this Section, the restoration of the Leased Property shall be at Tenant's expense, and Tenant shall receive no financial compensation, credit or consideration of any kind from Landlord (including abatement of rent) for any costs 1ncurred by it in such restoration, and Tenant shall follow the procedures set forth in Section 15.5 in making the restoration. No termination of this Lease under this Section shall relieve Tenant of its obligation to provide the specified medical services or to otherwise carry out its duties under the Master Agreement or the Operating and Funding Agreement. No termination of this Lease under this Section shall reduce or modify the amount of rent for the Initial Term or modify the schedule for payment of rent set forth in Section 5.1. 15.3 If during the term of this Lease the Leased Property is damaged from a risk covered by the insurance described in Article 13, and the total amount of loss does not exceed One Hundred Thousand Dollars ($100,000.00), Tenant shall make the loss adjustment with the insurance company insuring the loss. If Tenant has elected to terminate this Lease pursuant to Section 15.1, the proceeds shall be paid to Landlord as set forth in Section 15.1. If Tenant has not elected to terminate this Lease pursuant to Section 15.1, the proceeds shall be paid directly to Tenant for the sole purpose of making the restoration of the Leased Property in accordance with Sections 15.7 et seq. 15.4 If during the term the Leased Property is damaged from a risk covered by the insurance described in Article 13 of this Lease, and the total amount of loss exceeds One Hundred Thousand Dollars ($100,000.00), Tenant shall, with Landlord's approval, make the loss adjustment with the insurance company insuring the loss, and on receipt of the proceeds, the parties shall immediately pay them to a company furnishing construction disbursement control services acceptable to the parties ("Insurance Trustee•) to act as insurance trustee hereunder. 15.5 All sums deposited with the Insurance Trustee (including insurance proceeds) shall be held for the following purposes and the Insurance Trustee shall have the following powers and duties: 15.5.1 The sums shall be paid in installments by the Insurance Trustee to the contractor retained by the party responsible for restoration as construction progresses, for payment of the cost of restoration. A ten percent (lOt) retention fund shall be established that will be paid to the contractor on completion of restoration, payment of all costs, expiration of all applicable lien periods, and proof that the CE.L\L!A.SE\16173il I -24-01114196 I()-37~m Leased Property is free of all mechanics' liens and lienable claims. 15.5.2 Payments shall be made on presentation of certificates or vouchers from the architect, engineer, or other inspection agency retained by the Insurance Trustee or the party responsible for restoration showing the amount due. If the Insurance Trustee, or the party responsible for restoration, in its reasonable discretion, determines that the certificates or vouchers are being improperly approved, either shall have the right to appoint an architect, engineer, or inspection agency to supervise construction and to make payments on certificates or vouchers approved by such person retained by the Insurance Trustee. The reasonable expenses and charges of the person retained by the party responsible for restoration or Insurance Trustee shall be paid out of the trust fund. 15.5.3 Insurance proceeds not disbursed by the Insurance Trustee after restoration has been completed and final payment has been made to the contractor shall be delivered within five (5) days (after demand made by either party on the Insurance Trustee, with a copy to Landlord's Lender) by the Insurance Trustee to Landlord. 15.5.4 Any undisbursed funds after compliance with the provisions of this Article shall be delivered to Landlord. All actual costs and charges of the Insurance Trustee shall be paid by Landlord. 15.5. 5 If the Insurance Trustee resigns c1r for any reason is unwilling to act or continue to act, Landlord shall substitute a new trustee in the place of the designated Insurance Trustee. The new trustee shall be a company engaged in the business of construction disbursement control, or a trust company, doing business in the county where the Leased Property is located. 15.6 If Landlord is required to or elects to restore the Leased Property as provided in this Article, Landlord shall not be required to restore alterations made by Tenant, Tenant's Improvements, Tenant's trade fixtures, and Tenant's personal property, such excluded items being the sole responsibility of Tenant to restore. 15.7 Promptly following the date that the party responsible for restoration elects or becomes obligated to restore the Leased Property, such party at its cost shall prepare final plans and specifications and working drawings complying with applicable laws that will be necessary for restoration of the Leased Property. The parties acknowledge that the plans and specifications and working drawings shall be subject to approval of the appropriate government bodies and that they will be prepared in such a manner as to obtain that approval. CEL\LI!A.SE\l617U I -25- 15.8 Whether Landlord is responsible for restoration under Section 15.1 or Tenant has elected to restore the Leased Property under Section 15.2, any restoration shall be accomplished as follows: 15.8.1 Restoration shall be completed as promptly as possible after final plans and specifications and working drawings have been approved by the appropriate government bodies and all required permits have been obtained (subject to a reasonable extension for delays resulting from causes beyond Tenant's or Landlord's reasonable control). 15.8.2 The party responsible for restoration shall retain a licensed contractor that is bondable. The contractor shall be required to carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, and such other coverages as may be appropriate during the period of construction. Such insurance shall contain waiver of subrogation clause in favor of Landlord and Tenant. 15.8.3 The party responsible for restoration shall notify the other party of the date of commencement of the restoration at least ten (10) days before commencement of the restoration. The contractor shall not commence construction unt~l a performance bond and a labor and material payment bond in the full amount of the cost of restoration have been delivered to Landlord to insure completion of the construction. 15.8.4 The restoration shall be accomplished in a manner that will cause the least inconvenience, annoyance, and disruption to the Leased Property and the operation of the business of Tenant in the Leased Property. 15.8.5 Prior to commencement of construction of the restoration and upon completion of the restoration, the party responsible for restoration shall immediately furnish to the other party evidence that the restoration complies with all applicable statutes, ordinances, codes and law and that all necessary and applicable permits and approvals have been obtained for the restoration. 15.8.6 The restoration shall not be commenced until sums sufficient to cover the cost of restoration are placed with the Insurance Trustee as provided in Section 15.5 above. 15.9 In case of damage or destruction to the Leased Property, there shall be no abatement or reduction of rent. CBLILIIASB\161751 I -26- ARTICLE 16 ASSIGNMENT AND SUBLETTING 16.1 Tenant shall not voluntarily assign its interest in this Lease or in the Leased Property unless such assignment is permissible under the Operating and Funding Agreement and unless the Operating and Funding Agreement is simultaneously assigned to the person or entity to whom Tenant's interest in this Lease is assigned. Any assignment in violation of this Article shall be voidable and, at Landlord's election, shall constitute a default. No consent by Landlord to any assignment shall constitute a further waiver of the provisions of this Article. The words assign and assignment as used above shall have the meanings set forth in Section 17.12(a) of the Master Agreement. 16.2 Notwithstanding anything to the contrary contained herein, the acceptance of rent from any other person or entity shall not be deemed, in and of itself, to be a waiver of any of the provisions of this Lease or a consent to the assignment or subletting of the Leased Property. 16.3 Tenant may sublease any portion of the Leased Property to a tax-exempt entity without Landlord's consent. Notwithstanding the above, however, Tenant may not enter into any sublease with any entity other than a tax-exempt entity until the sublease has been approved in writing by Landlord, which approval can be evidenced only by a writing executed by Landlord's Chief Administrative Officer or an express delegate of its Board of Supervisors. Landlord is free to request, as a condition of granting such consent, the right to participate in a share of the revenues received by Tenant from a sublessee (if other than a tax-exempt entity) under any sublease. In entering int1:> any sublease, Tenant shall use only such form of sublease as is satisfactory to Landlord, and once approved by Landlord, such sublease shall not be changed or modified without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any sublessee shall, by reason of entering into a sublease under this Lease, have all of the rights of Tenant under this Lease and shall be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Landlord has expressly consented in writing. If Landlord approves any sublease, as part of such approval, Landlord shall execute a written agreement that provides that as long as the sublessee performs its obllgations under the sublease, Landlord shall not take any steps to disturb the sublessee's tenancy. 16.4 Because Tenant's obligations under this Lease have been guaranteed by third parties as set forth in the Master Agreement, a sublease (and Landlord's consent thereto) shall not C£1.\LEASE\161751 I -27-01114196 1G-37am be effective unless said guarantor(s) give their written consent to such sublease and the terms thereof. 16.5 No sublease permitted by this Article 16 shall release Tenant or Tenant's guarantors from their obligations or alter the primary liability of Tenant or guarantors to pay the rent and perform and comply with all of the obligations of Tenant to be performed under this Lease. 16.6 If Tenant requeste Landlord to approve a proposed form of sublease, Tenant shall pay to Landlord (whether or not consent is ultimately given) a reasonable sum to reimburse Landlord's costs, expenses and attorneys' fees in connection with such request. 16.7 Except as set forth in the Operating and Funding Agreement, no interest of Tenant in this Lease shall be assignable by operation of law. Each of the following acts shall be considered an involuntary assignment: 16.7.1 If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Code, 11 u.s.c. §§ 101 et seq. (the "Bankruptcy Code") in which Tenant is the debtor; 16.7.2 levied on this Lease; If a writ of attachment or execution is 16.7.3 If, in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Leased Property. 16.8 An involuntary assignment shall constitute a default by Tenant. If a writ of attachment or execution is levied on this Lease, Tenant shall have twenty (20) days in which to cause the attachment or execution to be removed. 16.9 If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. 16.10 If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment setting forth (i) the name and address of such person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided CBL\LEASE\1617$11 -28-01114196 10 37am --------~----------------- Landlord to assure such person's further performance under this Lease, including, without limitation, the assurance referred to in Section 365(b) (3) of the Bankruptcy Code, shall be given to Landlord by Tenant no later than twenty (20) days after receipt by the Tenant, but in any event no later than.ten (10) days prior to the date that the Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. 16.11 Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. 16.12 Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent from any subletting of all or part of the Leased Property as permitted by this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease; except that, until the occurrence of a default by Tenant, Tenant shall have the right to collect such rent. ARTICLE 17 DEFAULTS; REMEDIES 17.1 The occurrence of any one or more of the following events shall constitute a default under this Lease by Tenant: 17.1.1 Failure to pay rent or any other required payment when due, if the failure continues for five (5) days after its due date except that, during the Initial Term, late payment of rent shall not constitute a default by Tenant under this Lease unless any late rent or interest thereon as provided in Section 5.4 remains unpaid after June 30, 1997; 17.1.2 The failure by Tenant to observe or perform any other covenants, conditions or provisions of this Lease to be observed or performed by Tenant (except where a different period of time is specified in this Lease) where such failure shall continue for a period of thirty (30) days after written notice CI!LILI!ASB\l617SII -29-01114196 1D-37am thereof from Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq. of the California Code of Civil Procedure or any successor thereto. If the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; 17.1.3 If Tenant admits in writing its inability to pay its debts as they become due, or if Tenant makes a general assignment for the benefit of creditors; 17.1.4 Commencement by Tenant or any guarantor of Tenant's obligations hereunder of any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; 17.1.5 Commencement of any case, proceeding or other action against Tenant or any guarantor of Tenant's obligations hereunder seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after entry thereof or (iil remains undismissed for a period of forty-five (45) days; 17.1.6 Notwithstanding any other prqvision of this Lease, a release, generation or disposal of Hazardous Substances from the Leased Property or onto the Leased Property by Tenant or any of Tenant's employees, agents, contractors or invitees, except in accordance with law; or 17.1.7 Any breach by Tenant of any covenant or obligation under the Master Agreement, the Operating and Funding Agreement and the expiration of any applicable cure period under any such agreement. 17.2 Landlord shall have the following remedies without further notice to Tenant if Tenant commits a default. Landlord's remedies upon breach by Tenant shall not include the right to terminate this Lease (except as provided in Section 17.4 or following Tenant's abandonment under the provisions of Section CBL\LI!ASil\1617.51 I -30-01114196 to-37118 17.2.1). The following remedies are not exclusive and are in addition to any other remedies provided hereunder or allowed at law or equity (except for the right to terminate this Lease under any circumstances other than those described in Section 17.2.1 and Section 17.4): 17.2.1 Landlord shall continue this Lease in full force and effect, and Landlord shall have the right to 1:ollect rents and other amounts from Tenant when due. If Tenant defaults and abandons the Leased Property during the term within the meaning of California Civil Code Section 1951.2, this Lease will continue in effect as long as Landlord does not terminate Tenant's right to possession, and Landlord shall have the right to collect rent and other amounts from Tenant when due. After Tenant's default and abandonment and for as long as Landlord does not terminate Tenant's right to possession of the Leased Property, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be released from liability. Landlord's consent to a proposed assignment or subletting shall not be unreasonably withheld. Following abandonment by Tenant, acts of maintenance to protect Landlord's interests under this Lease shall not constitute a termination of Tenant's right to possession. If, after abandonment by Tenant, Landlord terminates this Lease, then upon termination, Landlord has the right to: (i) Recover from Tenant the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease; (ii) Recover from Tenant the worth at the time of the award of the amount by which the unpaid rent: that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; (iii) Recover from Tenant the worth at the time of the award of the amount by which the unpaid rent: for the balance of the term of this Lease after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; and (iv) Recover from Tenant any other amount, and court costs, necessary to compensate Landlord for all detriment proximately cause by Tenant's default. "The worth at the time of the award" as used in (i) and (ii) of this Section 17.2.1 is to be computed using the County's Pooled Rate. "The worth at the time of the award" as referred to in (iii) of this Section 17.2.1 is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%) . CEL\LE!ASE\1617$11 -31-01114196 10 37-.t 17.2.2 If Tenant is in default of this Lease Landlord shall have the right to have a receiver appointed to collect rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Lease. 17.2.3 Landlord, at any time after Tenant commits a default, can cure the default at Tenant's cost. If Landlord at any time, by reason of Tenant's default, pays any sum or does any act that requires the payment of any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if repaid at a later date, shall bear interest at the County's Pooled Rate existing as of the date of payment by Landlord, applied daily and calculated from the date t~ sum is paid by Landlord until Landlord is reimbursed by Tenant. 17.2.4 In the event of a default under Section 17.1.6 above, Landlord may, in addition to all other remedies which it may pursue (but not including a right to terminate this Lease other than pursuant to Section 17.2.1 or Section 17.4), elect to require cleanup of the contamination at Tenant's expense while still enforcing the remaining terms of this Lease. In such event, Landlord shall have no liability to Tenant for any damages arising out of the cleanup of the contamination, except for Landlord's negligence in effecting the cleanup or remediation. 17.3 In no event shall any default by Landlord or Tenant reduce any rent due hereunder during the term, nor affect the due date of any such rent. 17.4 Notwithstanding any of the above provisions of this Article 17, if Landlord would have the right to terminate this Lease for any reason but Landlord plans to request, under the Purchase of Services Agreement, a level of services such that Tenant would reasonably require the use of any portion of the Leased Property to carry out its obligations under the Purchase of Services Agreement, then Landlord shall not terminate this Lease prior to the end of the Initial Term or any extension permitted under Article 3. If each of the Master Agreement, the Operating and Funding Agreement and the Purchase of Services Agreement is terminated for any reason, Landlord shall have the right to terminate this Lease upon thirty (30) days' prior written notice to Tenant. ARTICLE 18 Subject to Landlord's prior written approval and to the requirements of the Master Agreement, Tenant at its cost shall have the right to place, construct, and maintain on the Leased CBL\LBASE\1617.51 I -32-01114196 10 37m~ ----------------------------------- Property one or more signs advertising its business at the Leased Property. Any sign that Tenant has the right to place, construct, and maintain shall comply with all laws, ordinances, regulations and covenants, conditions and restrictions affecting the Leased Property, and Tenant shall obtain any approval required thereby. Landlord makes no representation with respect to Tenant's ability to obtain such approval~ upon the expiration or sooner termination of this Lease, Tenant shall, at the option of Landlord, remove any signs erected by Tenant and repair the Leased Property to the same condition it was in prior to the installation or construction of the signs, subject to ordinary wear and tear occurring during such period. Upon expiration or earlier termination of this Lease, Tenant hereby consents to the use by Landlord, at Landlord's election, of the then existing name of the Leased Property and Tenant hereby presently assigns to Landlord the right, title and interest of Tenant in the name of the Leased Property, provided that as long as Tenant is not in default hereunder and/or until the expiration or earlier termination of this Lease, Landlord consents to Tenant's use of said name and signs for the benefit of the Leased Property. Said name shall not be changed without Landlord's prior consent, which consent shall not be unreasonably withheld or delayed by Landlord. ARTICLE 19 RIGHT OF ENT&Y 19.1 Landlord and its authorized representatives shall have the right to enter the Leased Property at all reasonable times in order to: 19.1.1 Determine whether Tenant is complying with its obligations under this Lease; 19 . 1. 2 Do any necessary maintenance or tc> make any restoration or repairs to the Leased Property that Landlord has the right or may have the obligation to perform; nothin9 herein contained shall constitute an obligation on the part of Landlord or its designated representative to maintain or restore the Leased Property or any part thereof except as provided in this Lease; 19.1.3 Serve, post, or keep posted any nC>tices required or allowed under the provisions of this Lease; 19.1.4 Show the Leased Property to prospective brokers, agents, buyers, tenants, or persons interested in an exchange, at any time after a default or notice of termination by Tenant under this Lease, during the last year of the Initial Term of this Lease, during the last year of any extension or renewal or at any time during any period of holding over; and CBL\LEASB\1617511 -33- 19.1.5 Operate, do any necessary maintenance on, restore, replace or inspect any equipment, fixtures or other property of Landlord that is located on the Leased Property or to make any installation on the Leased Property needed for Landlord's activities on the Campus. 19.2 Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Leased Property as provided in this Article, except to the extent that such damage results from the negligent or intentional acts or omissions of Landlord or its authorized representatives. 19.3 Tenant shall not be entitled to an abatement or reduction of rent or any part thereof if Landlord exercises any rights reserved in this Article in a manner permitted by this Article. Landlord shall conduct its activities on the Leased Property as allowed in this Article in a manner consistent with law, and that will cause as little inconvenience, annoyance, or disturbance to Tenant as reasonably practicable. ARTICLE 20 SU80RPINAIION; ESTQPPEL 20.1 This Lease is and shall be subordinate to any encumbrance, ground lease or any other method of financing or refinancing hereafter placed against all or any part of Landlord's interest in the Leased Property by Landlord, including all advances made or to be made thereunder, and all renewals, replacements, consolidations and extensions thereof. Such subordination is effective without any further act of Tenant. Tenant shall from time to time, on request of Landlord, execute and deliver any documents or instruments that may be required by a lender to effectuate any subordination. If Tenant fails to execute and deliver any such documents or instruments, that failure shall be a material default under this Lease, and Tenant irrevocably appoints Landlord as Tenant's special attorney-in- fact to execute and deliver any such documents. 20.2 Notwithstanding the above, if a Lender requires that this Lease be subordinate to any such encumbrance not existing as of the date of this Lease, this Lease shall be subordinate to that encumbrance only if Landlord first obtains from the Lender a written agreement that provides substantially the following; As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall affect Tenant's rights under this Lease. 20.3 Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in CBL\l.JlASB\1617SI I -34-0111"96 to-3111111 any deed given in lieu of foreclosure. Tenant shall execute upon demand any and all documents required by Lender(s) to accomplish the purpose of this Article. 20.4 Each party, within ten (10) days after notice from the other party, shall execute and deliver to the other party, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of monthly rent then applicable, the dates to which the rent has been paid in advance, and the amount of any security deposit or prepaid rent. Failure to deliver the certificate within the ten (10) days shall be conclusive upon the party requesting the certificate an,d any successor to the party requesting the certificate, that this Lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. If a party fails to deliver the certificate within the ten (10) days, the party failing to deliver the certificate irrevocably constitutes and appoints the other party as its special attorney-in-fact to execute and deliver the certificate to any third party. ARTICLE 21 21.1 No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant shall impair such right or remedy or be construed as a waiver. 21.2 No act or conduct of Landlord including, without limitation, the acceptance of the keys to the Leased Prc,perty, shall constitute an acceptance of the surrender of the l~eased Property by Tenant before the expiration or earlier termination of the term. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Leased Property and accomplish a termination of this Lease. 21.3 Either party's consent to or approval of any act by the other requiring such party's consent or approval shall not be deemed to waive or render unnecessary such party's consent to or approval of any subsequent act by the other. 21.4 Any waiver by Landlord o~ Tenant of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. CEL\LEASE\1617.51 I -35- ARTICLE 22 SALE OR TRANSFER OF PREMISES 22.1 Landlord may sell or transfer the Leased Property or any interest therein subject to the terms of this Lease, without the consent of Tenant, provided the transferee assumes all obligations of Landlord hereunder. ARTICLE 23 LANPLORD'S USE OF SPACE 23.1 Landlord hereby reserves an exclusive and irrevocable license to utilize, from the Effective Date and for nine (9) months thereafter, that certain interior space in Huntington Hall as shown on Exhibit "C" hereto (the "Reserved Space"). Landlord's reservation of the Reserved Space and the services described below to be provided by Tenant are in consideration of the other obligations of the parties as set forth in this Lease, the Master Agreement and the Operating and Funding Agreement, and no separate payment shall be made therefor. Throughout the above time period Tenant shall supply all reasonable heating, air conditioning, water, other utilities, ja~itorial services, maintenance, and ingress and egress to the Reserved Space, in the same manner and to the same extent as to the rest of the Buildings. Tenant shall not be liable for any interruptions in the provision of any such utility services to the Reserved Space except if such interruption is due to Tenant's negligence. 23.2 Tenant recognizes that Landlord maintains certain telecommunications and other equipment and fixtures on the Leased Property, for the use and benefit of Landlord and its activities on the Campus and elsewhere, and may in the future need to maintain such equipment and install other telecommunications equipment or fixtures on the Leased Property for such purposes. Notwithstanding any other provision hereof, (i) Landlord shall be free, at all times during the Initial Term and any extension or renewal thereof or holding over, to operate and maintain such equipment and fixtures on the Leased Property and to have access thereto as provided hereinabove in this Lease, (ii) Tenant shall refrain from any action whatever that interferes with Landlord's right of access to or with the operations of such equipment and fixtures, and (iii) Landlord may from time to time install other fixtures and/or equipment on the Leased Property and thereafter operate, maintain, repair and restore the same, so long as Landlord does so in a manner that does not unreasonably interfere with Tenant's use of the Leased Property. CEL\L!.ASB\1617!51 I -36-01114196 10 37am ~~---------------------------------------~-- ARTICLE 24 LICENSING Subject to the provisions of Section 8.1-and Sectlon 8.3 and except to the extent that the Leased Property is not in compliance with applicable laws on the Effective Date, Tenant shall maintain at all times during the term hereof and any extensions or holdover period all governmental licenses, permits and authorizations necessary for the establishment and operation of the Leased Property in the City of Fresno, County of Fresno, State of California, and shall qualify and comply with all applicable laws as they may from time to time exist, including those applicable to certification and participation as a provider under Medicare and Medi-Cal legislation and regulations. Tenant shall not, without the prior written consent of Landlord, effect any change in the license categories, number of licensed beds in each category, or status of the Hospital or any part thereof. ARTICLE 25 SUR&ENPER OF PREMISES; HOLQING OVER 25.1 On the earlier to occur of the expiration of the term hereof or ten (10) days after sooner termination of the term, Tenant shall surrender to Landlord the Leased Property in the condition which exists on the Effective Date, subject to ordinary wear and tear (and the performance by Landlord of its obligations contained in Section 8.1 and Section 8.3), and all Tenant's Improvements and alterations thereto in the condition which existed on the date such Tenant's Improvements and alterations were completed (subject to ordinary wear and tear occurring during the term) . If this Lease terminates because of a termination of the Master Agreement and the Operating and Funding Agreement, then Tenant shall also transfer to Landlord or Landlord's designee, at Landlord's option, any and all patients, patient records, and any and all documents of every kind whatsoever necessary to enable Landlord to continue operation of the Leased Property and including at least a three (3) day supply of necessary inventory and operational items, and shall cooperate in the efforts of Landlord or its designee to hire former staff members of the Leased Property. The provisions of this Article 25 shall survive the termination of this Lease. 25.2 If Tenant fails to surrender the Leased Property to Landlord on expiration of the term or ten (10) days after sooner termination of the term as required by this Article, Tenant shall hold Landlord harmless from all damages resulting from ·renant's failure to surrender the Leased Property, including, without limitation, claims made by a succeeding tenant resulting from Tenant's failure to surrender the Leased Property. CEL\LEASE\t617n I -37-01/14196 l()-37am 25.3 If Tenant, without Landlord's prior written consent, remains in possession of the Leased Property after expiration or earlier termination of the term, or after the date in any notice properly given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be an unlawful detainer of the Leased Property by Tenant. Tenant shall fully cooperate with Landlord in turning the Leased Property over to Landlord so as to assure to Landlord and patients uninterrupted patient care. 25.4 In any event, Tenant shall fully cooperate with Landlord in turning over the Hospital to Landlord, and, if a transfer of possession is as a result of the termination of the Master Agreement and the Operating and Funding Agreement due to a breach by Tenant of the Master Agreement or the Operating and Funding Agreement, shall do so in a manner so as to assure uninterrupted patient care and facilitate relicensure of the Hospital to Landlord or its designee. 25.5 During the Initial Term, Tenant will be transitioning the activities to be carried out by Tenant on the Leased Property to Tenant's own facilities. Although Tenant is not required by this Section 25.5 to terminate its use of any portion of any Building during the Initial Term, if Tenant terminates its use of any Building or any discrete portion thereof for the purposes set forth in the Master Agreemept and the documents referred to therein, during the Initial Term, and if Tenant, in its discretion, surrenders possession thereof to Landlord, such Building or discrete portions thereof shall be surrendered in the same manner, and such Building or portion thereof shall be in the same condition as required at the end of the term of this Lease, all as set forth herein and such surrendered portion may be used by County as the parties shall agree. Such transfers shall be carried out in a manner that permits the licensure of the Hospital to be maintained, if possible, in suspense if appropriate. No such surrender shall result in any reduction in the rent due to Landlord hereunder during the Initial Term, but surrender of any discrete portion of any Building during any renewal, extension or holdover period shall reduce the total square footage rented accordingly and shall reduce the resulting base monthly rent as calculated in Section 5.1. Such adjusted calculation will be made by Landlord six (6) months after notice of such surrender is received by Landlord, but such adjusted calculation shall be made only if such space is usable by Landlord. For purposes of the preceding sentence, usable space is space of a sufficient size and configuration and in a location such that Landlord is able to use the space for its purposes without interfering with Tenant's operation of the Leased Facility. Tenant may only give Landlord one (1) notice of surrender in any calendar month. After any such surrender, Tenant shall be relieved of the maintenance obligations hereunder as to space so surrendered, as well as Tenant's insurance obligations as to any entire building so surrendered. Any Building or portion thereof so surrendered CELILI!AS811617SI I -38-01114196 IG-37.- shall thereupon cease to be Leased Property, but Tenant shall have an affirmative duty to supply all reasonable heating, air conditioning, water, other utilities, janitorial services and maintenance as to any portion of any Building so surrendered, in the same manner and to the same extent as to the rest of the Buildings, and to provide reasonable ingress and egress over portions of the Leased Property that continue to be Leased Property pursuant to this Lease to any such Building or portion thereof. ARTICLE 26 PRESERVATION OF PATIENT RECORDS Tenant shall preserve all patient charts and records as required by applicable law and deliver them to Landlord should Tenant be in default under any term of this Lease. ARTICLE 27 MISCELLANEOUS 27.1 Time is of the essence of each provision of this Lease. 27.2 Tenant shall deliver to Landlord on execution of this Lease a certified copy of a resolution of its board of directors authorizing the execution of this Lease and naming the officers that are authorized to execute this Lease on behalf of Tenant. 27.3 Landlord shall deliver to Tenant on execution of this Lease a certified copy of a resolution of its board of supervisors authorizing the execution of this Lease and naming the officers that are authorized to execute this Lease 'on behalf of Landlord. 27.4 Each party represents that it has not had dealings with any real estate broker, finder, or other person, with respect to this Lease in any manner. Each party shall ~old harmless the other party from all damages resulting from any claims that may be asserted against the other party by a.ny broker, finder, or other person with whom the indemnifying party has or purportedly has dealt. 27.5 All exhibits referred to are attached to this Lease and incorporated by reference. 27.6 All provisions, whether covenants or conditions on the part of Landlord or Tenant, shall be deemed to be both covenants and conditions. CE.l.\LEASB\1617!11 I -39-01114196 10 37am 27.7 This Lease and the documents referred to herein and in the Master Agreement contain all the agreements of the parties and cannot be amended or modified except by a written agreement, executed, on the part of Landlord, or Landlord's Chief Administrative Officer or by an express delegate of Landlord's Board of Supervisors. 27.8 Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by facsimile (telecopier) or certified United States mail, or by commercial courier mail. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address appearing on the signature page of this Lease. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within two (2) business days from the time of deposit in the United States mail if mailed as provided in this Section, or upon delivery if delivered personally, by facsimile or by commercial courier mail. 27.9 This document shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within California. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but the provision of this document which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law without invalidating or affecting the remaining provisions of this Lease. 27.10 Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto. 27.11 All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. 27.12 This document may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall together constitute and be one and the same instrument. 27.13 As long as Tenant is not in default of any of the terms, covenants and conditions of this Lease, Landlord covenants CEL\LEA.SE\1617!51 I -40-01114196 10'37a that Tenant, during the term hereof, shall have the quiet use and enjoyment of the Leased Property. 27.14 Whenever under any provision of this Lease or any exhibit thereto, Tenant shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein provided, Landlord shall be entitled but shall nc)t be obligated to make such payment or expenditure, or do any such act or thing, or to incur any such liability, all on behalf of and at the cost and for the account of Tenant, together with interest at County's Pooled Rate existing as of the date of such payment by Landlord, applied daily and calculated from the date of such payment by Landlord, and in such event the amount thereC>f shall be due and payable on demand. 27. 15 This Lease is made solely for the benefit c>f Landlord and Tenant and their respective permitted successors and assigns, and, except as provided in Article 16 and Article 22, no other person or entity shall have or acquire any right by virtue of this Lease. 27.16 The parties hereto agree to execute and acknowledge in a manner suitable for recording, a Memorandum of Lease in a form mutually approved by the parties, which Memorandum of Lease may be recorded by either party. 27.17 The indemnification provisions set forth in Sections 5.5, 7.2.5, 7.4, 8.3, 10.2, 12.1, 12.2 and 27.4 shall survive the termination of this Lease. CEL\LEASE\1617SI I -41-01114196 10'37am. 27.18 Notwithstanding any other prov1s1on hereof, Landlord, including its Board of Supervisors, officers, officials, agents and employees, shall retain all of their respective constitutional and statutory privileges, immunities, rights and defenses. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first hereinabove written. FRESNO COMMUNITY HOSPITAL AND MEDICAL CENTER (Authorized Signature) Print Name & Title Mailing Address DATE: TAXPAYER FEDERAL I.D. #: APPROVED AS TO LEGAL FORM County Counsel FOR ACCOUNTING USE ONLY: Budget Unit No.: Account No. : Requisition No.: CEL\LBASE:\161758 8 -42- COUNTY OF FRESNO Chairman, Board of Supervisors DATE: REVIEWED & RECOMMENDED FOR APPROVAL Chief Administrative Officer's Signature APPROVED AS TO ACCOUN'riNG FORM Auditor-Controller/Treasurer- Tax Collector 08/14/96 JO 371.Ql EXHIBIT "A" COUNTY PROPERTY AND LEASED PROPERTY The legal description for the Campus is as follows: The real property situated in the County of Fresne>, State of California, to-wit: The South halr of the West half of the Southwest quarter of Section 1, Township 14 south, Range 20 East, Mount Diablo Base and Meridian (see attached Assessor's Map). CEL\UL\SB\1611511 01114196 10 371111 I -' The attached Tables 1, 2 and 3 and the diagram of the Campus following such tables indicate which portions of the County Property are leased to Tenant pursuant to this Lease, which parking areas are licensed to Tenant pursuant to this Lease, and which portions of the County Property are retained by r,andlord. Table 1 Buildings and Improvements Leased to Tenant: liAR Numb§;r;: H.g§ Q' By;l,l!1;1.nq Qr Qth§r ImR;r;:Qvementl .sman Qr L§tt§rl ZHt..L 301 Cooling Tower West N/A 302 Cooling Tower East N/A 303 Emergency Generator No. 1 N/A 304 Emergency Generator No. 2 N/A 305 Emergency Generator No. 3 N/A 307 Maintenance Shop 7,560 308 Laundry 5,802 309 Boiler 6,000 310 Chiller Plant 5,880 318 Huntington Hall -Social Services 22,000 321 Valley Medical Center North Tower SNF 6,650 3-ICU 8,150 Burn Center 8,400 Dialysis 7,277 322 Valley Medical Center Central Tower 65,472 323 Valley Medical Center South Tower 2 East 8,400 3 East 7,400 3 west 7,400 5 West 7,400 Surgery 7,660 4 East 8,378 4 West 7,400 NICU 2,040 L&D 8,500 6 West 7,400 324 Valley Medical Center Outpatient 25,366 Department CEL\LEASE\1617511 01114196 lG-37am KAI:I Humbt~: Hlml g~ ~~~l~ing gr Qthe~: ~~gvement1 .sman 21: ~1tt1r1 lH.ll 325 Valley Medical Center Emergency 15,900 Department 331 Children's Clinic 10,000 Subtotalr 270,630 Hospital --All Other Areas: 178,966 Grand Totalr 449,596 CBL\LEASI!\1617$1 I 01114196 1()-37-. Table 2 Parking areas T•n•nt is Licensed to Utilize: liAR NUmb1;: 21: HA!Y 2f l!olU~Sinq 21: Q!;htl: Xm!r2Vm!llnt I L!lttUI A Parking A-1 Parking B Parking c Parking D Parking E Parking H Parking CBL\LBASB\1617U I Table 3 Juildinqs and tm;rov.mentl Retained by County; liAR Numb!!;[ 21: Name gf Byil~i~g Ql: Qt~lll: lmRJ::QVem•~tl L•tt•J::I 311 Social Services Administration 312 Motor Pool 313 Social Services -Welfare Fraud 314 Gardeners' Shop 315 Social Services -Barton Building 316 Social Services -Gain Building 317 Mental Health Services 319 Acute Psychiatric 320 Financial and Public Health Services 326 Social Services Reception and Interview 327 Formerly Welfare Intake (now demolished~ 328 Mechanical Building 329 Transformer Shelter 330 West Hall 340 Social Services Intake 341 Welfare Annex 342 Storage Building F Parking J Parking K Parking L Parking M Parking N Parking 0 Parking p Parking Q Parking C1!1.\l.E.ASE\1617.SII 01114196 10 37am -.. ; "' • 2 ~ ! ~ ; -N M 0 0 0 :t ":t :! ! :! :; ; 4 "' z"' .. .. .. ~ z z ...... .. .. .. i i i ...... I :: J 11 .. .. .. u a " .. .. : ! ; 4 ... .. .. • 11111:11111111111111111111111111111 ! [ ~ . ... u ~ r : I .. EXHIBIT "B" RENT APJUS'I'MENT FORMULA In order to determine the initial Adjusted Monthly Per- Square-Foot Rental Amount for any renewal, extension or holdover period, an initial monthly per-square-foot rental amount of ninety-five cents ($0.95) shall be multiplied by the square footage set forth in Section 5"1, further multiplied by the Cost Index Formula described below existing on the first day of such renewal, extension or holdover and divided by the Cost Index Formula existing on the Effective Date. The Cost Index Formula is that formula set forth as Section VI of Exhibit "F" to the Operating and Funding Agreement. CI!L\LBASE\161751 I 01114196 10'37.11111 EXHIBIT •c• LANQLORP'S LICENSE FOR SPAGE The Reserved Space in Huntington Hall shall consist of the following rooms on the second floor of such building: Rooms 201, 203, 204-211, 213, 214, 216, 218, and 222-241. CEL\LEASB\1617511 01114196 to-37.-.