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HomeMy WebLinkAboutResolution No. 12-7324RESOLUTION NO. 12 -7324 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING TWO LANDLORD WAIVER AND CONSENT AGREEMENTS AMONG (1) THE CITY OF DOWNEY, DOWNEY REGIONAL MEDICAL CENTER HOSPITAL, INC, AND UNION BANK, N.A. AND (2) THE CITY OF DOWNEY, DOWNEY REGIONAL MEDICAL CENTER HOSPITAL, INC, AND MIDCAP FINANCIAL , LLC, WHICH ARE ASSOCIATED WITH THE ADMINISTRATION OF LENDER RIGHTS UNDER A DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT THAT FACILITATES THE FINANCING OF THE OPERATION OF THE DOWNEY REGIONAL MEDICAL CENTER WHEREAS, the City of Downey is a municipal corporation and a charter city organized and existing under the Constitution of the State of California ( "City "); and WHEREAS, City is the owner of the real property located at 11500 Brookshire Avenue, Downey, California (the "Premises "); and WHEREAS, City entered into a Lease of the Premises between City of Downey and Downey Community Hospital Foundation, dated as of February 8, 1983, as extended for a further 44 years by letter dated October 25, 1988, and as amended by an Amendment of Lease, dated August 11, 2009 (collectively, the "Lease "); and WHEREAS, Downey Regional Medical Center Hospital, Inc. ( "DRMC ") is the successor in interest to Downey Community Hospital Foundation under the Lease; and WHEREAS, certain lenders (collectively, the "Lenders ") have entered into or are entering into certain financing transactions with DRMC, and, to facilitate such financing, DRMC has requested that City enter into a Deed of Trust, Assignment of Leases and Rents, and Security Agreement ( "Deed of Trust ") for the benefit of the Lenders; and WHEREAS, in connection with the administration of the Deed of Trust, it may become necessary to access and sell certain personal property ( "Collateral ") located on the Premises, and such access could occur after the termination of the Lease, in which case consent to access the Premises would be required from the City; and WHEREAS, the Lenders have proposed two Landlord Waiver and Consent agreements (one for Union Bank, N.A, and one for MidCap Financial, LLC) to ensure the access to the Premises for purposes of inspection and sale of the Collateral, which agreements are attached as Attachment 1 and Attachment 2; and. WHEREAS allowing for the access and sale of the Collateral is consistent with the terms of the Deed of Trust; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council finds and determines that the activities contemplated in the Landlord Waiver and Consent agreements have no likelihood of causing any environmental impact because they will result in no physical change in the environment, and are therefore not subject to and exempt from analysis under the California Environmental Quality Act. RESOLUTION NO. 12 -7324 PAGE TWO SECTION 2. The City Council DOES HEREBY APPROVE the Landlord Waiver and Consent agreements substantially in the forms attached as Attachment 1. ATTEST: SECTION 3. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 14 day of February, 2012. G-, ADRIA M. JIMENEi, CMC City Clerk AYV' ROGEIi.)C. BROSSMER, Mayor I HEREBY CERTIFY that the foregoing is a true copy of a Resolution adopted by the City Council of the City of Downey at a regular meeting thereof held on the 14th day of February, 2012, by the following vote, to wit: AYES: COUNCILMEMBERS: Guerra, Marquez, Vasquez, Gafin, Mayor Brossmer NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ADRIA IVI. JIMENEI , CMC City Clerk LANDLORD'S WAIVER AND CONSENT THIS LANDLORD'S WAIVER AND CONSENT ( "Waiver and Consent ") is made and entered into as of February _, 2012 by and among CITY OF DOWNEY, a municipal corporation and charter city ( "Landlord "), DOWNEY REGIONAL MEDICAL CENTER HOSPITAL, INC. (d/b /a Downey Regional Medical Center), a non -profit public benefit corporation organized under the laws of the State of California (together with any successors and assigns, "Company "), and MIDCAP FINANCIAL, LLC, a Delaware limited liability company, as Agent (together with any successors and assigns, in such capacity, "Agent ") A. Landlord is the owner of the real property located at 11500 Brookshire Avenue, Downey, California, and as more fully described in Appendix A attached hereto (the "Premises "). B. Landlord has entered into that certain Lease between City of Downey and Downey Community Hospital Foundation, dated as of February 8, 1983, as extended for a further 44 years by letter dated October 25, 1988, and as amended by an Amendment of Lease, dated August 11, 2009, with respect to which a Memorandum of Ground Lease has been recorded with the Los Angeles County Recorder's Office (as the same has been amended, assigned, modified, substituted or extended, the "Lease "). Company is the successor in interest to Downey owney Community Hospital Foundation underthe Lease and the tenant thereunder. C. Agent nd. certain - lenders- (collectively, the "Lenders") entered-into or are eutorawinto ele anancin Onnsantinns with _Company (which Company together with - -any additional parties who may from time to time be "Bo veers" under the Credit and Security :' as- of:Fry , 2012, by and among -Ant, the Fenders and Company, are y -to as ` ef'), and, to secure such financing, Bor rower has to Await a semity interest in and -lien upon certain of the tangible and intangible property of Bor •over (collectively, the "C "). NOW, THEREFORE, in consideration of any financial accommodation extended by Agent and the Lenders to Borrower at any time, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties .. _ as follows: 1. L a n d l o r d : . a c k n o w l e d g e s t h a t ( n ) a teae.:and. co. t copy of Lease as in effect as of the :date hereof is attached hereto as . Annendix A. (b)-the Lase is in full force and effect and (c) = s ' ,ere is not aware of any existing defitult under the Lease. 2. I.sndlord agrees to provide Agent with (a) a copy of any cancellation, consent, or water ur the Lease, and (b) wiitten nice of any default or breach by C 4 . . y or ..kaiitAuul3lefitalt or . Le . (a ' ") at e -same time as item& small: notice to C:a y , _ - ; that (i) Apatt shall have at lit fifamn (15) days fold receipt of such Default Notice to cure such default before the Lease terminates, and (ii) Agent shall not be under any obligation to cure any default by Company under the Lease. No action by Agent pursuant to this Waiver and Consent shall constitute or be deemed to be an assumption by Agent of any obligation under the Lease, and, except as provided in paragraphs 6 and 7 below, Agent hall not have any obligation to L,aord. 3. Landlord acknowledges the validity of Agent's lien on the Collateral and, until such time as the obligations of Borrower to Agent and the Lenders are indefeasibly paid in full and the commitments of the Agent and Lenders to extend credit have terminated, Landlord waives any interest in the Collateral and agrees not to distrain or levy upon any Collateral or to assert any landlord lien, right of distraint or other claim against the Collateral for any reason. 4. Landlord agrees that the Collateral may be stored, utilized, and/or installed at the Premises and shall not be deemed a fixture or part of the real estate but shall at all times be considered personal property, whether or not any Collateral becomes so related to the real estate that an interest therein would otherwise arise under applicable law. 5. Prior to a termination of the Lease, Agent or its representatives or invitees may enter upon the Premises at any time without any interference by Landlord to inspect or remove any or all of the Collateral, including, without limitation, by private sale pursuant to the provisions of paragraph 7 below. 6. Upon a termination of the Lease, Landlord will permit Agent and its representatives and invitees to occupy and remain on the Premises; provided, that (a) such period of occupation (the "Occunation Period ") shall not exceed up to ninety (90) days following receipt by Agent of a Default Notice or, if the Lease has expired by its own terms (absent a default -thereunder), up to thirty (30) days following Agent's receipt of written notice of such expiration, (b) for the actual period of occupancy by Agent, Agent will pay or cause to be paid to :I of e sasie _rent due under the Lease pro-rated on a per diem basis determined on a thirty --(30 .and-s - provide and • retain liability and property insurance coverage, electricity said heat to the extent required by the Lease, and (c) such amounts paid by Agent or cause to be paid to Lmsdlord shall exclude any rent adjustments, indemnity payments or similar amounts payable underthe Lease for default, holdover status or other similar charges. 7. During any Occupation Period, (a) Agent and its- representatives and invitees may inspect, repossess, remove and otherwise deal with the Collateral, and Agent may advertise and conduct private sales of the Collateral at the Premises, in each case without interference by Landlord or liability of Agent to Landlord, and (b) Agent shall cooperate in Landlord's le efforts to re -lease the Premises. If Agent conducts a private sale of the Collateral at the Premises, Agent shall use reasonable efforts to notify Landlord first and to hold such sale in ,wAkkayi.. which would not unduly disrupt Landlord's or any other tenant's use of the Premises. Agent shall promptly repair, at Agent's expense, any physical damage to the Premises actually caused by the conduct of such sale and any removal of Collateral by or through Agent (ordinary war and tear excluded). Agent hall not be liable for any diminution in value of the Premises cad by the absence of Collateral actually removed or by any necessity of replacing the and Agent shall have no duty or obligation to remove or dispose of any Collateral or any ptopx.1 left on the Premises by 8. If any order or injunction is issued or stay granted which prohibits Agent from exercising any of its rights hereunder, then, at Agent's option, the Occupation Period .shall be stayed during the period of such prohibition and shall continue thereafter for the greater of (a) the number of days remaining in the Occupation Period or (b) ninety (90) days. 31127735v1 2 9. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, to the respective parties and the following addresses: If to Agent at: MidCap Financial LLC 7255 Woodmont Ave., Suite 200 Bethesda, Maryland 20814 Attn: Account Manager for Downey Transaction If to Company at: If to =Landlord at: 3 Downey Regional Medical Center 11500 Brookshire Avenue Downey, CA 90241 Facsimile. (562)904 -5309 Attention: Rob Fuller Executive Vice President and Chief Operating Officer City of Downey 11111 Brookshire Avenue Downey, CA 90241 Attn: City Manager Tel: (562) 904 -7284 Facsimile. (562) 923 -6388 :11): Winteltalleous. This Wager and Consent may be executed in any number of sewmatcountegnsts, shall be governedAnd controlled and .con by, and interpreted under, the laws of the littft e to internal laws of conflicts, and shall inure to the.: benefit of Agent, the Iamb= and their reweetive successors and as's as' and shall be binding upon Landlord and successors and assigns (including any transferees of the Premises). (Signature pages foleu.) 3 COMPANY: LANDLORD: ATTEST: APPROVED AS TO FORM: Signature Page to Landlord's Waiver and Consent IN WITNESS WHEREOF, intending to caused this Landlord's Waiver and Consent to be mentioned. be legally bound, each of the parties have duly executed the day and year first above DOWNEY REGIONAL MEDICAL CENTER HOSPITAL, INC. (d/b /a Downey Regional Medical Center) By: Name: Title: CITY OF DOWNEY, a Municipal Oil and C r City By: Names r w,r C. Brossmer Title: Mayor Signature Page to Landlord's Waiver and Consent AGENT: MIDCAP FINANCIAL, LLC., as Agent By: Name: Title: ATTACHMENT 2 LANDLORD WAIVER AND CONSENT (UNION BANK, N.A.) LANDLORD'S WAIVER AND CONSENT THIS LANDLORD'S WAIVER AND CONSENT ( "Waiver and Consent ") is made and entered into as of February _, 2012 by and among CITY OF DOWNEY, a municipal corporation ( "Landlord "), DOWNEY REGIONAL MEDICAL CENTER - HOSPITAL, INC. (d/b /a Downey Regional Medical Center), a non -profit public benefit corporation organized under the laws of the State of California (together with any successors and assigns, "Comnanv"), and UNION BANK, N.A., a national banking association, as Collateral Agent (together with any successors and assigns, in such capacity, "Collateral Agent"). A. Landlord is the owner of the real property located at 11500 Brookshire Avenue, Downey, California, and as more fully described in Appendix A attached hereto (the "Premises "). B. Landlord has entered into that certain Lease between City of Downey and Downey Community Hospital Foundation, dated as of February 8, 1983, as extended for a further 44 years by letter dated October 25, 1988, and as amended by an Amendment of Lease, dated August 11, 2009, with respect to which a Memorandum of Ground Lease has been recorded with the Los Angeles County Recorder's Office (as the same has been amended, assigned, modified, substituted or extended, the "Lease "). Company is the successor in interest to Downey Community Hospital Foundation under the Lease and the tenant thereunder. C. Collateral Agent and certain lenders (collectively, the "Lenders ") have entered o or -g -certain king transactions with Company, and to secure such financing, Company and to Collateral Agent a security interest in and =lien upon certain of thetangible . and intangilale property of Company (collectively, the "C. teml"). NOW, THEREFORE, in consideration of any financial accommodation extended by Col Agent and the Lenders to Company at any time, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Landlord acknowledges that (a) a true and correct copy of the Lease as in effect as of the date hereof is attached hereto as Appendix A. (b) the Lease is in full force and effect and (c) Landlord is not aware of any existing default under the Tease. 2. Landlord agrees to provide Collateral Agent with (a) a copy of any cancellation, consent, or waiver under the Lease, and (b) written notice of any default or breach by Conwany or clammed default or breach under the Lease (a "Default Notice ") at the same time as it rands such notice to Cry ,.Lu .1 that (i) Collaal Amt. Atail have at least film (15) . t of such Default Nome to cure such &Emit bye the Leine 4,.,€.L.a4,1, and (ii) Collateral Agent shall not be under any obligation to cure any default by Company under the Lease. No action by Collateral Agent pursuant to this Waiver and Consent shall constitute or be . deemed to be an assumption by Collateral Agent of any obligation under the Lease, and, except as provided in paragraphs 6 and 7 below, Collateral Agent shall not have any obligation to Landlord 3. Landlord acknowledges the validity of Collateral Agent's lien on the Collateral and, until such time as the obligations of Company to Collateral Agent and the Lenders are indefeasibly paid in full and the commitments of the Collateral Agent and Lenders to extend credit have terminated, Landlord waives any interest in the Collateral and agrees not to distrain or levy upon any Collateral or to assert any landlord lien, right of distraint or other claim against the Collateral for any reason. 4. Landlord agrees that the Collateral may be stored, utilized, and/or installed at the Premises and shall not be deemed a fixture or part of the real estate but shall at all times be considered personal property, whether or not any Collateral becomes so related to the real estate that an interest therein would otherwise arise under applicable law. 5. Prior to a termination of the Lease, Collateral Agent or its representatives or invitees may enter upon the Premises at any time without any interference by Landlord to inspect or remove any or all of the Collateral, including, without limitation, by private sale pursuant to the provisions of paragraph 7 below. 6. Upon a termination of the Lease, Landlord will permit Collateral Agent and its representatives and invitees to occupy and remain on the Premises; provided, that (a) such period of . ovation (the "Occupation : Period") shall not exceed up to 'ninety (90) days following receipt by Collateral Agent of a Default Notice or, if the Lease has expired by its own terms (absent a default thereunder), up to -t (30) days .following Collateral Agent's receipt of notice of such expiration, (b) for the actual period of occupancy by Collateral Agent, Colkteral A t will .pay or cause do be paiid#o Landlord-the basic rent due under the Lease pro- tutel on a diem basis determined on a =thirty (30) : day month, and -shall provide and retain liaiditranol.porperty ` insurance coverage, "Ay and to :fie ;; extent rewired by :the-Lease, and <(c ) suckammintswrid by Collateral Agent or cause to be-paid to Landlord shall exclude any rent adjustments, inde ty payments or similar amounts payable under the Lease for default, holdover steam or other similar chimes. 7. During any Occupation Period, (a) Collateral Agent and its representatives and invitees may inspect, .reposers, remove and othervvise ideal with the Collateral, and Collateral Agent may advertise and conduct private sales of the Collal at the Premises, in each case without i ,.tee by Landlord or liability of Collateral Agent to Landord, and (b) Collateral Amt shall in 's ,«bile efforts to re-le the Premises. If Cl Agent conducts a private sale of the Collateral at the Collateral Agent shall use .414.44,4imalble efforts to notcfy Laurllond fit and to . hold such sale in a manner which would not mollify disrupt T:aol4 d's or arty other 's use of the Collateral Alt shall promptly repair, at Collateral wt's v.,, any physical damage to the ably earanokby the;: cominet ofsulthAusd...;atatiLaaw Lv.uftweal: :of Coliatmal : by orthroner CedistoratAgent 4 : wcar and .fir=holed) Cctivoirall Agent sal not be hale fur any a; .;. 4... in value of the Premises caused by the absence of Collateral actually removed or by any necessity of replacing the Collateral, and Collateral Agent shall have no duty or obligation to remove or dispose of any Collateral or any other property left on the Premises by Company. 8. If any order or injunction is issued or stay granted which prohibits Collateral Agent from exercising any of its rights ; then, at Colkteral Agent's option, the 31127734v2 2 Occupation Period shall be stayed during the period of such prohibition and shall continue thereafter for the greater of (a) the number of days remaining in the Occupation Period or (b) ninety (90) days. 9. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, to the respective parties and the following addresses: If to Collateral Union Bank, N.A. Agent at: 120 S. San Pedro St., 4th Floor Los Angeles, CA 90012 Attention: Corporate Trust Department Facsimile: (213) 972 -5694 If to Company at: 31127T34v2 Downey Regional Medical Center 11500 Brookshire Avenue Downey, CA 90241 Facsimile. (562)904 -5309 Attention: Rob Fuller Executive Vice President and Chief Operating Officer If to - Landlord at: City of Downey 111n Brooks a Avenue Downey, CA 90241 Attn: City Manager Tel: (562) 904 -7284 Facsimile: (562) 923 -6388 10. Miscellaneous. This Waiver and Consent may be executed in any number of several counterparts, shall be governed and controlled by, and interpreted under, the laws of the State of Maryland, without regard to internal laws of conflicts, and shall inure to the benefit of Collateral Agent, the Lenders and their Y successors and assigns and shall be binding upon Landlord and its successors and assigns (including: any transferees of the Premises). (Signagar epagesfa Av.) 3 COMPANY: Signature Page to Landlord's Waiver and Consent IN WITNESS WHEREOF, intending to be legally bound, each of the parties have caused this Landlord's Waiver and Consent to be duly executed the day and year first above mentioned. DOWNEY REGIONAL MEDICAL CENTER- HOSPITAL, INC. (d/b /a Downey Regional Medical Center) By: Name: Title: LANDLORD: ATTEST: APPROVED AS TO FORM: Signature Page to Landlord's Waiver and Consent CITY OF DOWNEY, A Municipal Corpo . i en and CI . - C'ty By: I1 A . A Name: Ro:1 C. B .ss.ser Title: Mayor COLLATERAL AGENT: UNION BANK, N.A., as Collateral Agent Signature Page to Landlord's Waiver and Consent By: Name: Title: APPENDIX A COPY OF LEASE OF PREMISES See attached. A-I LSE EMMEN CITY OF DOWNEY AND Y coreseuri neap xT 'EC 6 !6 ` RtBIT 2 r ti t 1 tqt 41• • 4. 5. • • Indemnification Paragraph FAO 1. Demised Premises 3 N ' 2. Term 4 3. Rent 5 A. Basic Rental 5 B. Replacement and Repair Fund 5 C. Rent Subsequent to Termination of Agreement. 6 TABLE OE CONTENTS 7 8 A. Maintenance of =AB Accredited Hoepita1 8 B. Limit on Rates 9 C. SkadlarEWIPital Service Charge 9 D SnA ies •11 ilimilmot 12 FUblic - Purpose F. Repeating Atter Dedenonnce •••. 14 6. ObUggtIons of Lessee . . OOO . O . . .... - 18 7.. Impt6444446.4)..4;e. . . . . 16 6 . Liens'. . . . . . . • . ....... . . • . • 19 9. mamas . . 20 10 Utilttlen • • • • .. • •-• . .. . . ........ 21 11 . 40•••■ * e ..... * 21 1- Condimm44w, . . . • • . • . • • • .22 13 - New-cm....0.0.1.4 94...w...i.sw.a. . . . . • . . - . 23 23 . 14, Assignment, SubIet ai d Encumbrances IS. Cbnpliance with Law .. . .. . . • . . •. . • . 24 • i , + i , 16. Nonprofit Status 25 1 17. Board Membership and Inspection Rights 25 • 18. Surrender -of Premises 27 19. Holdover 27 20. Easements and Mineral Rights 28 Paragra h 27. A:icable. Law. Peg 21. Default 22. Defeasance 23. Notice 24. Prior Lease 31 25. Other Agreements. 31 26. Waiver. . . 31 3 3 2. aeiSbursement . . .. • • . • • . .. . . . . .. . . . . • 29 30 3.0 258. Successors surd Azeligns . : 31 29. S :i l ty.. . . . 31 30. fret . . 32 . 31. merit of der 32 .32 1981, between the CITY "Oi`DOWNEY, a municipal corporation, (hereafter referred to as "Lessor" or "City") and DOWNEY COMMUNITY HOSPITAL FOUNDATION, (hereinafter referred to as "Lessee. or "Hospital") is made with reference to the following facts. LEASE THIS LASE entered into this 8th day of Patellar" • A. Lessee isa •ra& °fit corporation, no at of the net earnings of which can, under its articles Of inC0r- peretiOn 1.111We to the benefit of any private individttal. • , 4es8ee has for -Many -years stal,ntained and operated a WNWItal in for- the 1.10c.,itiogssu**4. of the sick and bD .nrera.or , May.-ettraittage itz earnests -of .- ..s...*(1,1;. a , lih-AhamitAmian 4411***16,01,41 - to the additistata hosgattut fiasaliMses to the quality - _of .1%mgal:el care - -Prehhaled to the padal&c, • ata_lto• private - porson:-has- ever resolved, -. dirptlY ox ;03ditreortLy, arty part:of the -eimrtimiis Sf the . .-1aMpita1.. . - • Et. Tito-pet:4o of •Plo.o.uu at an - e&::1.44.0‘4- , 1talici..on 421.4.441,' .•211, 14193, theft. desihe to . .lume a • Ow-4*mb .• 9:, lalifet„ the- Ctty Commal - of .4_ Sassadahasharn . 13110 : labs sapporat COttly of. k -1011."0•• - D r . Lessor and the Coanity Of ties- Angelen by Agreement dated May 23, 1967- entered -int6 a Joint owore ignesinont fax • -of:a.-C2hry fita -1- vithoot roamed . Awssigis INEU%46“.4. • A 7 within the City of Downey. By Agreement dated August 3, 1967 (hereinafter called the "Ground Lease") the Lessor leased that certain parcel of real property described in Exhibit A attached hereto and made a part he (hereinafter referred to as the "Property") to the City of Downey Community Hospital Authority (hereinafter called the "Authority") and by an Agreement dated August 3, 196.7 (hereinafter called the "August 3, 1567 Lease") the Authority agreed to: construct a hospital building upon said site and lease it back to the Lessor under the terms and condi- tions contained in said lease. B. Lessee has transferred to Lessor all of the Lessee's right, title and interest in and to the Stewart ind Gray property owned by the Lessee, and transferred to Lessor the Elftb, Street property owned by Lessee which properties are lambed it, the City of Downey as described in the October 16, 1968 Lease. ,F. By at :dated October 16, 1966 (hereinafter Called the a �c3 mer 16, 1968 Les010), Lessor leased to the Boapital the . hospital and Property for a term of 35 rs. G. On November 24, 1981 the City Council of the Ctty .40.4.ktolawicl Hemointim No. 4046. Seoolution :No. 4046 044*.eimu.lc.mi to lommmd: ..„ en d to the Smartt's' all of the Ciles 1.44.1111 the E..:40..ty and .6.u,egicl hospital and vadm44. '&..igt44.. to the October 16, 1968 Leese entitled . *Addendum to Leese euddrant of ReversionerY Interests°. • r i H. On May 11, 1982, the City Council of the Lessot adopted, Resolution No. 4100 for the purpose of rescinding the Purported grant of its reversionary interests to the Hospital and other agreements ccerafimed in Resolution Ho. 4046. I. Lessor and the Hospital desire to insure that high-quality medical care will coptinue to be available.to the citizens of the City for a period of time longer than that pro- vided for in the October 16, 1966 Lease. The Lessor and the Hospital now agree • that they should enter into a new long-term lease for an initial. term of SS years with an option for au - additional 44 Years, and on other terms and conditions that recognize the rapidly changing bealth care environment. J. It is the intention of the Lessor and the Hospi- tal thnt the Heepital shell haee •the right to quiet enjoyment • of the ha, geMeeml bespdtal and any other real and personal pesperty locaned on the Protis6za.t.i, and use thereof in accordance the- terne long*tern Ntlit 4 in ponaithrtation ofthereePactiVe. -4010emostd.mo o the -em4,444,;0 and aukrject to 'the terns-and condi: tines of . te pheeielau to . 4i00,44 leeee from the r- to the 20 44-1/: aulAthe the .1-.L#y to # Z. . aleal*Milt go I fisommr ti*ext keene to (4) the 3 14 7 1 FR"; ( 1 .4) the 0 11,41 fifty OW bed ( MI 6 : rail. kkgairttal (more i1ly described. in Exbibit "4 4 , 4 :hkretP and xaade:.4 part 1100*of and 11(304=04w referred tik4 ANOLI1le)04:11)..6400 inaklfteep3. atop,- . . . . 3 4 ment at defined by the California State Department of Public Health to the extent such equipment was purchased or leased ' for, and was originally located within the Hospital Facility, and all other equipment purchased or leased by the City and located on the Property (hereinafter collectively referred to as the "Equipment"); and (iv) all other buildings, improvements and fixtures owned or held by Lessor and now located on the Property, (incept for buildings, improvements and fixtures added or constructed by Lessee subsequent to the date of the original certificate of occupancy for the Respite' Facility. B. •Leeeer hereby greAte, conveys and transfers to Lessee all of Lessee i right, title and interest in and to 411 holldlngs, improvements, additions, fixtures, personal property and sorigamt purchased or • leased, other than a lease from rsseser, br League and censtuiata, or added to the rami Beepthal Facility or other heaith come facility located. on the Property, ot4,0.ieet. to the date of issuance of the original certificate of occupancy for the Semite' .Pacility. It is • 14.44,...414ead and that 14eamee &hall retain title to and Erom tdise to 'bane may e. or rakidallee4 any 414 as g ..4,..,410a.4a- i 7 of this Leese: Said Likir neraisth Bendliagt, SoliestwL, and other budaditaga, Loge mho 41 A 4611A4S and ZOINki46444.6iav " Ulnae illegO3 Z 44 . 040 .0- 24464 theme, ha ubech. Lanese bolds title or lames, shall be collectively .._,wr"*,a to as the "Demised .Presieee. • 2.. Term, K., Mae teen - Of . that -lease is fat a eA,4:414-41 - obs4Axi 1 t • * • • 411 of fifty-five (55) years from the date hereof. Lessee may extend the term of this • Lease for an additional term of forty-four (44) years on the same terms and conditions as herein provided by giving written notice 't.:3 Lessor of Lessee's exercise of such option by delivering such notice to Lessor at any time prior to the expiration of the original term hereof. • B. Unless otherwise provided, whenever the phrase "term of this lease" is used, it shal1 mean the initial 55 year term plus the 44 year optional term. 3. Pant. A. Aft4540-c: Rental. Lessee shall pay as rattal a sum of money sufficient to reimburse the Lessor for all Base Rental and Additional Rental required to be paid by Lessor under the falevdtdions of Section 4 of said leaseback from the Authority to Sisimaam, rembstl thall be sead-eamaal and shall be paid to Isessor suigrintly of A.x.C41.4m44ty ao.-that r r may as timely payment to the Authority. The tarsi's "Base Rental" and n Addftioffal Rental" ehali have the meentmg provided in Section 4 f the August 3,. 1,96 Lease. B. • d.. In addition ttunasto there sisall -.-Atu.14 by EA sZ.2‘7A 4,+ • a. oftw..:+44/002, oil + i44JJ1,1/44. fowl tor Polar ead -4 vig 1.v I + sant et ti.**,..444, Weather Moot by Lemosr timemse. sad fund .shel3. j. In" the depoalt 'therein of $513,000.00 Opiunirrently With the emecUtiOn. of this Lease and at the end of 'tow :lunar Limo, m 1J,I;iebeir OLE* maxid ..mader .0 444;1 .e eg aAutai*L-re- SUVA r' s obligation to the 1 has less than 00,000.00 in it Lessee shall deposit in said fund the difference between the amount in said fund and 00,000.00 but in • no event shall Lessee be required to deposit Sore than $10,000.00 in add fund for any one year. The major replacement and repair fund Shall be kept in a separate bank account subject to withdrawal for the purpose of major replace- ments or repairs upon approval by Lessor. In the event of a • termination of this lease by default of Lessee said funds Shall become the pircperty of Letsor. C. Rant finhseCruent to Termination of Agreement: On 44 the termination of the Agreement between Lessor and the Authority and the termination of Lessor's liability to make payments of thoeve Character under isaid Agreement, Lessee Shall pay anammilY to ritessOr One Dollar $1,130) plus a sum -or money suf. 461016Mat to aPistIrree the •seesOr each year for all monies required to hepopild by Letsor for all aseettituente of any natUre 4 WhOtaner4 including bOt. not limited to., . excise tames, .44 • wartmela tames, ad* Valorem awl specific, Lion 'and special assess- neat and goes receipts takes- if any lefted upon the OUbloCt og thin Lea*" es rgasozOakrly dAiAenta1 to asthrizt- om thdia learre;- Wit is .reanianable and • 'and cosina and: i,o..v44m,f,g.- - the roe= - maSr incur in. aMtr-datumkt bit'. the - Totowa* Wader -Uzi* 101=014 4140 .41104e 0.+41.444, fieEPIA �f solAta# • action at law to the.terwand.cOmaitionsAf is the. intent of this paragraph - that there shall be no net cost, to Lessor -for tbe , 4 - 1 , 4 11 t5 1 . MO' - Pr t f!bir414;t7 dug the term" 10U4000; 1 40/004 : - 4. Indemnification. A. If this lease should be held invalid, for any reason, by a final. court decision, Lessee may remove its personal property. Fixtures, as defined in Civil Code Section 660 even though purchased and installed by Lessee, shall remain as part of Lessor's property. If this lease be held invalid for any reason, by a final court decision, there exists the pObsilaility that an illegal expenditure of public fps would have occurred. For the separate, independent consideration of the execution and delivery of this document by Lessor to Lessee, Lessee agrees to illdennify and keeP and -save -Leseer, its officers-, agents and employees, individually and collectively, free and -harttilesa • from any and all liability, claims or demands which may be • asserted against them by reason of any alleged imPr.oper or WOW- expenditure of public binds., in any Meaner arising •it of this letoe. 4. The Leese* shall at all times keep and save L.01:00r its officers, agents •and €401o3rzkes. free and liaPaelFS from any end all claims .or. demands •4irc4u4ing reamenabie costs -of ds4.1..which. may arise by , of any negligence of the Leixoes, &pi any of its agents, eipleyeeia, the ...I...44464 and • 00:40,404, C.` 4if ita; 114*waizzaia o.r in the condition of Or llsottite mum -of 1. .w bal.-14Am*, and 14 410. the 1- 4.444444u:.:a.1.2r - , In Oggtial �f 1:04011, 0):04gat4Otti •the LeSSee, througAinxt the tem o this rieatte shall keep in force and. effect with, a- cosOarty Or k4owricizites- suOlor ized to. transact Vieth •lsostrinsmist in_ the Staiatt -or other insurance companies providing such coverage which are accer able to both Lessor and Lessee a policy or policies of public liability insurance, property damage insurance and malpractice imprisuum, naming Lessor '4i an additional insured and covering damage to property Of others in any accident, in the minimum amount of $10,000.00, and death of or injury to one or more persons in any accident or incident in the minimum amount. of . $1 S. Publid Purpose. It is recognized that Lessee is full* as concerned as Lessor that its operation should at all times subserve a proper public purpose. In order to assure that the use of the facilities furnished by. Lessor hereunder shall at all times be for a proper public purpose, the Lessee klooabY aelnees to the following conditions: A. ftishao..0.4 of AGUE Bisse0A. Tgemmme laninhain a hospital on and within the leased property and flit tee which ahall, as a minimum, •be 401,Www n accerdance • with the standards set forth in the Accreditation Manual for •nspitals ae are now amliasmnsfWAT dbarl be adeptedand Appltod by the Joint Cenwismien A,-*.4.4-J of Heactitais, or its 41 414. cons444. .The continued acCreditation of • load - htL. .by the Joint Vieiao Acolseliinetiou HesPi- bale ahmal be prima facie embgenate of the fiflArN lin/mit by the Lowerse af th4 LE the Lessee lows ter said hospital, the -City Council rdaY, by neScritY vete, either: Wai the req*.trellielate- of this k.w..4.x6s4akieh to permit specific exernpti.ons to the standards set forth in the Accreditation Manual for liospitals referred to herein; or i.) Terminate.. this Lease; provided, however, . that Lessor may not teri inai e s Lease unless a breach of this Paragraph SA. continues beyond the longer of (1) the period provided in Paragraph -21 of this Lease; (2 ) the period specified by the JCS to correct any deficiendies contributing to the lose of accreditation (;provided Lessor is furnished • evidence by L0100.6 that LesSee is proceeding in good faith to correct defi- c`ieuoies a:; or (3 the period. required to exercise all of Lessee `- s .admikistrative and judicial Appeal .ri;ghtt relating to Loss of Jc accreditation. L. : UAW' s .. Lessee Shall Charge fair and remeemabie is s at all times. for all services . render in such .. . level or POWs smell be -sum that the Anneitl . f .. - 0 - 4 not exceed.:the requirements f estegstion.spect .i t bti: . 2: 4 of 'tate;.-Resieriu.e. alk4 Taxa- tion 0000 Of: #14 Stle4e -of Cai foae i a. If the 'Ivesee ].os t bLe the.. t t eommpla row, 14-modowIty , either: 1. WatVe the of this az : Temmittebe .ti44 st to t T�,.M/. . - a): . . L.r. r# i : -� t .be : Zest irk tie *.r t ",..t •: c ,: ate.: gxc d of , 4PNY:se trte -thrc .- : or 4pOsi sa 8' o i 1. i a> 1 bo any: such daily- • howeVer, that once such daily service charge as 'has been approved by the City Co4nleil, such charge may be reduced by Lessee withOut prior written approval of Lessor but shall be subject to the tlimsa • - approval of Lessor. In Otermining the daily service charge to be established, Lessee or Lessor both shall be guided by, .without being .bound. by, the average of such Charges for like specific Services at the St. Francis Hespital of LynwOo.cl, Presbyterian Intercoominity Hospital, CalifOrnia Hospital, The Hospital of the Good Sleteutritatt, and Cesdersi-Sinai Hospital. The daily service charge. .444..,:A. tlie City Cowl of Lessor may be higher or lower than the dilly serrlde ar4 of said listed 'hospitals. (.ii) In :determining the Charge :for the specific aflcii- lary . servtce Layouts and -Lessor both sheli be wkiect bv irn.liout heand. the li Gniiiing Prises for: fAmaipitals" of the HengiOnel. thamteail of thinglitietn, 044/ The Oi aCt44g rou gh its City Ceentil shall hare • .the =Wit' tP - eer *OA -all rates . charted by tbei t�. Vie-they o, not !Olio oiiteeSon is being met. 'The rdeseee an. Pct 3 00tOle JidLy 1 9: ' ekkOl Yetec .ebali:41.**4.11%the . Otty Cfouno1.1 a. .I o the roues .44.,4 b seyeee -hr the dle* ligated noielpidatigs geva at an Gager ta . e itial r th auk gisanctx. In .4 - ,10"Lih a ,4 1 _ . Cie Mgr Ji hI l o tow ...Li 1011 WI kr 1 . 1 4 Ldp li iar oa* 4.1404.41A4644,. •LIMMOIM; tSVOLASIONLI the .a.ad.g.,.44:4,z.4 to -4.4,4„. =OW . 1001 W Cthargeli Pt the-ahWe named hospitals. (iv.) The city couno sh4,14. have no discretion to lithAithwait War ..4 : k.to. Vigt 4.001.4444 . . . . tf .4 A i .4 fit the proposed charges are equal to or less than the average of similar charges of the benehmark hospitals referred to in this Paragraph. SC. The r Executive Officer of the Hospital. Shall submit a certificate 'setting forth the charges of the benchmark hospitals in order that the City Council may make this determination. (v). If the Hospital wishes to establish a charge vhio h. is higher than the average charge at the benchmark hospi- tals, Lessor City Council shall have the- right to request any information or documents .which it believes necessary or dasir- •ble in order to eVeUttate the Proposed increase. (VI.) If the Chief ExecutiVe • Officer of the Hospi- tl 1411101110 CrIrttrio, rit*issor‘ s City Council Which states that tits HosPttal is mashie to obtain current informatien Vite ikameheadsa reArs...‘0,4a to in UL: S PiWagraph 5 concer • „ing ArZli.41:wid the Hsespcbtel inposes that it will not impose rates ' ;:ithitch Wo$1 4Sts-sa*t revenues to the :Hospital • . which edeseed• the lAvelts pisputWted . hy. Section 2:14 . of the Califori- luta amd 1.1*6404.14..4., Code, or ithe previsions of gag ettdzii*-4. D. OrL 0.a a* ilSie olo [1;4 diu ca .6: 4. of the term Or the 40000.., Leaceeis•adm lade utah Idse- =Sly ficativcil of Leswer - far the , 014!44i0..i..a. , ..cmf- , ;.,,114,,, 4 10,,,.1.: eat forth . 1 "0 attico.ate.a and made a part - hereof,. . *Oh saLIry ranee shill be subjsiet to the- '4*mi:we]: of the City. Chuutptil of 14411/010P1 Anr:.titse- *Ater the ttLisit.of such esiatani, ranges with the City -Council of Lessor, -the saMe shall not be increased by Lessee without apPro of Lessor. Notice of any proposed increase shall. be given in writing to Lessor. In the event Lessor does not diOabproVe such propoeed increase within thirty days after -receiving. notice thereof, Emch increase shall be- deemed approved. In the .event any salary range as first filed or as proposed to be increased is di0approved by Lessor, such salary range. shall be eetabliehed at level approved by the Lestior. Salary rang:et -establiahed shall reflect the recom- Men.dation0 of the Ifoapital Council Of SOUthern California.. Les:8W.0 City. Council shall have no discretion to disapprove salary ranget .Which do not .e*ceed by more than ten percent (1O%) those guidelines Published by the .flospital council SPUthern CalOtflia. - The Chief - ExecUtive Officer the .aboptie*.al Shell submit a Certificate -setting forth the guide-s PubliShed by the. HOspititl coil i, g•oiep that Legisor CLty -0;qunci4 may the-:datermination as to the relatiOnship. between. a .pu 4nerease...-in talary ran and the - rift:goo . Prop'. .by the Neepital t the .Hospital requee tS 4 in it salary rang*- which 41.am. than 10X. those guidel4nat' Foi44adilmi• by the Hospital -Camas41,- ttre. Pity ozOne- . the .right to .:.404400;;444. any Cit• it de**. -4*.: *w. to- essalamate the fig4114rr Apple 1 • • E • IR : . : . . Leasee Shell etitablisili.e. year eeditaenting on • Jul L. • On Or -er.: each yea*,-...X,a,,,444;: shall • • . • • • • • • • • submit to the City Council of. Lessor Lessee's proposed budget for the -ensuing fiscal year in •a form consistent with Exhibit D attached hereto and incorporated herein. This proposed budget • shall clearly demOnstrate'Vessee's financial soundness and ability to make lease payments. (ii) Lessee shall be -deemed to have demonstrated its fiscal soundneSS and ability to make lease payments, and Lessor's City Council shall lave discreition to propose recommended change or disapprove the proposed budget, if:: (1) Cash flow Available for Lease Paymeints (defined below) as reflected on the proposed budget equal's or exceeda one hundred. fifty: percent 0:69z) :01: the lease payment for that • yearl and (2) Cash flotov Ettiase Payments - during the tint recamt, complete fiscal year of the illoePil:4 equaled or eaceedeol One - husidired fifty porcent (i50X) of the lease payment Made in that year. rcir pitcpofi,e of thiS paragraph 5 the phrase !Caah now° . shall an or any period the .rev iettiWO. of. the .flospi tal fret. the ..A.,tit of its. hospital facilities for moth peiod, leaS• .:4,4t10 item*. a ataPrAb4A ',1 that 0 ,atjg*. *viz* the lifit*Pitirl te to tales en the tislassi C 1 far tocyLk..L..3 For f thit .#10 graph .E; the 03;1MP., . vaLab1e. Lor 40atte. Paymextten Lor utelatjth. cai acosti • tile. itigittitaX for thelt iaciott pJUe i to *Bow in wjth the Lease during that period. The ratio of 150 percent (150%) is predicated upon the formula used for bond indenture solvency by Connecticut General Life Insurance Company. (iV) The Hospitki" s Chief Executive Officer shall certify that • the lease payments and Cash Flow Available for Lease Rayments as set forth in the proposed budget are correct. If the two tests • set forth above are not met, Lessor's City. Counci1 shall be entitled to make readonable inqUiriee Concern- ing the Hospital budget and the Eospital shall respond to ' Bach inquiries and• under the provisions or the i.ease shall be obligated to revise its bIldget to establish its financial Sound- by an 1.,,,,,114,4444 Ceartztfied Public L': (b) I ICOA044 the - U.40,1414(4. 40,04444 its . 0011r -a0arVioe: ••80..:•pr. elfezilea;.. a. Inalttakt •••04.",0444 by 'en ,1014.41 Cart '- - *Med: Indx11.=. • (.! i0 Vi 14 0 1 iAle ' Petti***/: eq. to L, tiur • • 444 and - #4atioilot .eqi* *11 00 .£orth in iidaL4r: - 44494X141440f AC. .1f4tter deteeaaance, the Hospital- ' -81141 not- he required to sulmaitLts budget. to Lessor' s City Coung4l for . .pirgaa4e0 4 - that , ffiespitars 1.44. ma be r, Xtfl Aftet Defeasance. YPon d.. asan pf the bonds itawed pUrauent to the ANSiortosAttlzhop,tty Agreement between - regasso-r and the. Avant442y, the-thday,hogpital servite.therge salary and budgetary reqUirepeOrts-otteasee as Set forth 3..a #bese Pand E reApeFtWO;y Paditiol to tbaPeafter oni require the fimulAritiig of (} ennUal fibunmial obwido.lmaL4 included as part of :Exhibit "E." If the written determination concludes that the daily Hospital service charge or salaries are within- the .guidelines set forth in. Paragraphs 5C and. 51), then• Lessor' s City Council .hail have no discretion to withhold approval of such c arges or salaries.. Said written deteratina- ti*n shall include. supprting data which. provides the basis for the Certificati :. The form of the written determination dial1. 'be :stibstantia1iy consistent with- Exhibit "E". 6. Obli gationa of Lee :e:. It is agreed that, with- out any i.it i:,l aticns. :upcin the provisions of other paragraphs hereof, Lessee s all 'maintain and operate upon the leased prop- erty:::a. hospital for the treatMent of the sick and injured dUr- ln%. the terms- Of . t .s • Lease., ild in pa rticu ar shall.: . Be' 'repponsitLe. for the 'management of said hospital and shell bear anY losses or operating deficits' resulting. from eUch ttet._ B.. *Penal* t ai:tal..* for.. the. _:primary benefit of the residents: of Duey in ail: reanable respects, and - sll g :pee: in adfiliasion vi ded,. h . -that_ :44413 - r. shall not open- ate: .: l tit. f tt.: . way ' .a ability to e4mit. to the w t ]. = XiL%ty Or - `. .: to or : mert.tnann : Paddinerhe er that ' •s sulapapagrAPI.t 441 . 0.6•4.:apijirjr4e not t l3�tti t in an Ali '? ssee.`s. i:lit adta or • provide 'Care . tor. or Medicare patients in order to obtain any local, California or federal approval or to comply with any local, California or federal laW or regulation. C. Operate such hospital without regard to the race, creed or color of its patients; D. Provide facilities for an emergency service of reasonable scope for the reoldents of Downey and others present in the City; E. Provide -without cost to the Lessor all furniah- ingt, agniPment, supplies and services not otherwise furnished by the Lessor necessary to operate and said hospital in accOrdande with the standards of the Joint Commission on accreditation. ,of Hospitals.. 7. Ipm/memento. Lemose Shell have the exclusive use of all buil*- ings and tP Idtich are new or which -maY hereafter he Placed Won the leased *.td....,e044:. by for health care and other related purposes. Lessee may, at its own expense and riek, erect, ittaintato and operate upon the leased Li additional build- ings, and improvements Soy Imalth care and other related riAii-tito.sv illandiny but not limitoni to, a physicians office building, as long tete &day. so will net place Leaussa derranat wider arty 410 4 to Iftch it in. a MOW 41e$ as long as lacepea- has , *444444441 401 recRted, Ioai, . daX Or AkktiAiS4k 4tit;..0.A45 Eteept: as otheinfige .provided beiow, title to all 441.4010,. 421toritti and fi*tutves puttchaSed:' or :leased by Lessee and or adgikes,. to the / ra4- or • • • other health care facility located on the Property, subsequent to the date of the original certificate of occupancy for the Hospital Facility, shall at all times vest in Lessee and shall remain the sole property Zit Lessee and shall not become a part of the Property until the expiration or sooner termination of. this Lease. B. Subject to the provisions of Paragraph 7C, all buildings., improvements and fixtures - located upon the ProPertY shall become the Property of Lessor upo• the expiration or sooner termination of this .ttease and •shall remain upon and be. surrendered with the Demised Premises. - Provided that in the event • tie Lessee shall be held liable• to Lessor for and on account of the indemnification provided in 'Paragraph 4 hereof, Lessen shall be entitled to an .oet and credit for the maimin- g*** dleOsedadted value .mf andittenel buildings, ia404.,**efienota end u=e, examizbing that no su•& offset or credit shall be allowed Co r +64 of any individual .or collective 11144,Lity of Less : offtsere, agents and/or employees. • • Lessee shell itehadzi tjitte - durinV the ter* of t148 lease to Alin 0.0404**44,w, C-16444**.uo, end 0440 or /eased- by Lessee other than a lease -float Lessor, and-added. to-, Q :phased Alvan, the 24#144.66 liorrathi.6 Plity � otlintr litr On the aohip.a0 I Site -enet 1 5alne iaslowcAr.low.iiiii to - the. thata .cir the ow l ....6...144.toate of "1. for the Hospital Facility. Except as .pritivitted in Paragraph . 7D Lessee shall have the rigZt, at any -ti*.-chAting the tete of . 1 414S- Zikesalaie Anti *fr A 1,■ 6 6 IA 1 , A, A iciit■W pilsgbask 0 . • - r, 4 i .. ! . . 4 i . • any and all of said personal property and equipment from the Property; provided, that all damage or injury done to the Demised Premises by Lessee as a result of such removal shal-1 be repaired or :paid for by Coates; provided, further, that any subh personal property or equipment not removed by Lessee- as provided herein, shall •become the sole property of the Lessor. D. Lessor utay, at its option, purchase the equipaient, acceeso-rietr, and stock On. han4 at: the expiration of the lease for its then fair market value. 1n the event Lessor exercises its option and the: parties cannot . agree upon .a Selling price, the questiofl of price shell be deternined by arbitration; Lessor and lessee shall each , appoint an arbiter who, in turn, shall amootet a third arbiter. Each of said atbiteks shall 1m an •they ileail: and ewer: to- appraise the property Av.o..44,0*), The dectision of . majority of such mobile= shall b, bing upon the:'. hereto. E-•-• Leafte, at it own Ottptittiee and risk, oball tan the leased p;. and all bnilitirega and lasnavenanta troxf or adnixtb nay betenebeir be planed tannewn in good condetion • Std . retirke4± :and rieressr vdmi41 not be obti to ....440,441,& .Or tan any t1;,:.4.6,:i.140Z, Any. merlintred. endow Inquiet= or ..r40,1,,A,40,4 assit.be pebt taw OtOrt of the eet- PM. IA 114 4.41 for 121 Oft" 3 -sakOsett -to tlie ale MiNdidellet anteVaaPth 1 + 4 AVOW* . Ethall have the ritart ail , a0V , ,t47A14:441a44.4 t4ael$ 4444514.44, unreason/44e interference . 141t4 Uwee& use and occupancy of . the'*ettilteii 6) Etall*: u pon an i nnpec t th "lie*" . . . . • • • • • ••• • 8. Liens. A. Except as otherwise provided in this Paragraph 8, Lessee shall keep the leased property and all buildings and improvements thereon free"o all liens of mechanics, material- men and others and shall, at its own expense and risk, pay for all labor, services, supplies, evipment and materials of every kind .for which it may hecoate obligated in connection with the performance of its t>bligations hereunder. At least five days before commencing any work which, if not paid for, could subject any part of the leased property Or Etny buildings or improvements thereto to a mechanic's, materialman's or other lien, Lessee shall notify Lessor in vtriting thereof with sufficie,nt informa- tion to permit t.he timely filing of a notice of nortresponsibility and Lessor shall have the right at all times to post and keep Eii.A404444. rash notices as it May desire to protect:.Leasor and the Teased - prOperty Against any -sUCh Liens, i ll. 'If a lien..is:filed-against the :Demised Premise within sikty. (60) days after Lesase-receiviagr notice. of the tilin .ther4cf • or the assertiron. thereof aga4itot the:. Demised: the t040.0013 .8101 either :4itae te Saw to be cli40.4441. o .rettordi or prepped in goocL £atth to the or f l tb104300:t • L. Lt b4d ottiatt ar 1.4- in tt1 gi*L1.1 recprOm tz141,-Latozgli* to 4*tupgk o. any : out* : lien. so long 43413 .501344ity' *hail bia onteated in good faith :and by 4 • : * C. Notwithstanding any provision of this Paragraph 8 to the contrary, Lessor agreeS that Lessee may create or perelit the creation of alien, charge, mortgage or other.encum- branCe on thelDemised Premises, Lessee's interest in this Lease, • or any part thereof, to the extent necessary to enable Lessee to borrow money or otherwise finance the purchase or lease of real and pereonal property at the most favorable rates and upon he most favorable terms available; provided, further, that Lesser egoresely agrees that when requested by Lessee, Lessor shall cooperate with Lessee and take whatever steps are neces- •ary to enable a lender to obtain a security interest in the interest in this Lease,. the DemiSed Premises, or any pert thereof, including, bUt not limited to, subordinating isesor riciht, • title and interest in this - Lease, the DeMiSed • Iftemdmemi, or any part thereof, in order to enable Lessee'to 14.4A:444.4. or enter into. other financing arrangements. at the Moot Orvarghle rates and UP441. the most favorable terms available. Without Mid-UM' the fOregaing,. Lessor agrees to cooperate with Lessee in obtaining any - subdivision or parce1 maps and any other geNv4(..4.11,1 approVala that may or desirable in soiv,40.6:4.-tion with any isprevesents to be mete to the • useraie.. 9• Ibmes6 Lessee Shall p*" befere-delligAigio All ta.sak an 0A04w-P404,02r.;A40 that may, from time to time, be levied or aosesseti..upon the leaset property, the furnishings, o any possaSsOrx interest therein eri4ing out - 'or or based .itpon the 1e z est. • • 4 • 10. Utilities. The. Lessee shall pay for all elec- tricity gas: telephone and other utility services. used in connection with the leased premises, includin g the cost of all necessary connections' for all • of said services. 11. Insurance.. A. Except as otherwise provided in this Paragraph 11, Lessee shall with respect to the Demised Prern•a013 proiure froth insurance conpanies atithorized to transact business in the State of *California or other insurance companies providing such coverwm, insurance coverage. that is acceptable to both Lessor and rieesee and Lessee shall pay in advance the -premium on poll.- ci.ee of imeurauce ineurinO all haildinge and iatprovemeate now or hereafter located on the Deluised rremiees .against loss front Are, EUIPaic4011 *lid the hagemig covered by the ouittoinety 41 *"4 444 4 1 44 * gement". Such inOurance shall have emit polity tiMits as: may from time to time be approved bit the City Souttoil, . not:egodediwa the reiplaceaient valua the insured :SWAie0Y. T400Or ehallHbe haw* Re an additOpCk insured upon •11 euchi immitra;,. f. a Portiort ,of the Peatilied ftemisee: ig. degetittered, Legge* id Lo' shall the entire o any sunh.izmnrance eg$1.1e4ed by Leese* or ,Tiessfer to tv or rvicta'4,0#4.: aft the Own mar bia. of the lbaannted:LA•iikla,a04;, anty: be -iw44A.4.VPen iang** ar rjaospr- ,_ B. -Lester and Lessees agree that, at Ursa/We Lt6 any and a.tZ 01'7044006 4;if ta4p - ga#440#4134 l shall #e:10dififet :tir.eupple**** the . *F*X0t. Itic*-gailt :engd4e - Lieesee to MOOrittr.e*qr.11to.eitter:gineflqing.,tottat:.the • • most favorable rates and upon the most favorable terms available. 12. Condemnation. A. Except as otherwise provided in this Paragraph 12, in the event all or ahi portion of the Deutised Pretuises or any buildings, improvements, additions, fixtures or personal viroperty located on the. Property, is taken under the exercise of the power of eminent domain* any award Made or any oomPon44tion paid b reason of or as a result of such taking shall be paid to Lamer and Lessee in proportion to their reepective interests in the •Demised ?realises includitng 41/ bu Id g�, imProvementa, additions, fineures or per:magi 1 located on the Property; provided, however, that Lessee shell receive any awrd, foi. the *SAM_ Of SW real er geraerlal StrATOW&T to wbh it haw lagr Wet of ita ifl. thfuis lessee 1001 eifddar4 twin Azuf Its lit,„ its loOmilmr ibligimmmes lam et its goat- . X*.tI elven*. =oh tairina ie a tEdililat of the entire townt,euns- aoaakanto. f4tteres gad pealsimal *prepay* lo.at0 en the 1E - theft tis- loomo ithal4 364,d.*64;4104k• upon I** #011 lavatow. oftleadmil. In, the client Malt 1 Le =air of 4 vuth...4Q6*, of tWe ihoWWwmIL mad hetadem404, UoitAiddmiA4.44i1AWL,"aWdeLL, fiebeeete Over lermied 4nt the 'Ohm ftlit dm thine 60Miat abimme 4 team of **is s Imo* 100-k ANEW_ 1ps iihimggh Amdmi Wilftmg not WWWmmr %660644. is-ot god. almOk-#Mimplt% that the -Dieted ; ;Prenteas- are-rinahmted or . t0 Inter*ed 13444-0, in whtch cats & tate 'Lt eario6' Ethan tetliansite 1 pm tookkr esof:tfffsg. • D. Lessor and Lessee agree that, at Lessee's request, any and all prOvisions of this Paragraph 12 shall be modified or supplemented to the extent necessary to enable Lessee to borrow Money enter - intb 'other financing arrangements. at the most favorable rates and upon the most favorable terms available. la. .New o...xeprate. Structures Lessee shall have the right, among other thingai to fiat* new corporations and to transfer its aSsetS and activities to said corporations so lot* .as such transfers . do not _violate this •Lease or Lessee's char4.:t- able - purposes as -set forth• in its. articles of incomoratiOn. hesidenmest Set and Dttetuslisinutoes. A. Except as otherwise provided U. karagrapti 8 and this Pawakoalah. 14, Lessee •obell not a or sublet,• veltunisar- ily sor involinoratily the- Demised premjaess, or any :part thereof, tthetl .not peosSit any ,440corogoferr .of... or 4433 11010100 under, . in Whevle or in part and n41-not sto,.4:,00v,.or in any •-i.iguiner •enOngther any Of its 4A"reiw ther440,. Vititeut-firet cit*eining in wting tM conse . thereto oE 4e6sor Pity .connott..- Any eulfdiet -or troanoffstr .siterdssetie or o an 101440: .end ; ■ j r!'4;ti , 100,4 4 0112010t , OW* :410t O lanai be *Mid: • to 041 ;vier 10 M g1 meth L., Lesser salevediimedidien ei*d, ettthet. ri...#:04 exiiete. to 4,15.8** "pursue suc1 *:4414.#014 and . pFesix:exas and AtiOrarii;SC • . ** • 1 the . a B. Notwithstanding any other .provision of this Paragraph 14, Lessee shall have the right to assign or sublet the Demised Premises, or any part thereof, and to otherwise transfer-' its rights undee this Lease with respect to such pr p- arty.; without the .cwt of -Lessor, if •such, assignment, sublet or transfer is to. (1) an :affiliate of the Lessee (' shall mean any person, partnership, corporation or other organization that cOntrois, .ins cc4ontrolled by or is under common cezitrol with the Lease); sAY:e40404, partnership, ip:, corpora on. or offer i ±c t ..if the ent, anbLet. or transfer is made on kkaats and is not . $. Ileum 01 the 1. r 4 : 1 4414 (14 1). e of tte Ls .mescal f f ; provided, lammet. • mot of: the- gampitiata BactiAzy4 or :(1 - et the 48660E* PrArtIsetti wt' the - is'not .714aSpitaa 7,ircittre. Amy aestimmussit, . at or other tr$er - maw .t 34 - *ate .. 44;,t:1 - terms .. o f thins- 15. Casistddearma. tiatii 4444..100 �i►a- i sI9V ilF i i'A G 16 ill iiV'i. - . . .3s d or :, ed on = rein,, or r n, in violation; of t tee law, . 8 , *sin** cindet G . of fink gow �r- iVill : Iy� fi ? _�'! . iuii�W►3�:` - - - : PlingliFOOStri - e.ilRliZ 6ia0,43410:4 • B. Nothing in this Paragraph 16 shall requite thd Lessee to take any action so long as the time for such action has been extended by the . appropriate governmental entity or so long as the necessity the'rof shall be contested by the Lessee in good faith and by appropriate legal proceedings. 16. Nonprofit. >Status. Lessee warrants that it is now, and will remain during the entire term of this lease, a nonprofit corporation, in compliance with the Nonprofit COrPcra- tion LaWa of the State of California and the Internal. Revenue Code of the United States of America. 17. Board NembershiPs• and Inspection Rights. A. Except With the prior approval of the City Council, Lessee warrants that it has. and will continue to have a biani of. directors, who may be designated as "trustees", of not lets than fifteen members, a Majerity of Whom shall be legal re ':aidents Of the City of Downey and the balance either having a place of buainess, work, or interest in the City or the citizens thereof. In addition to the regular members of the Board the Mayor, City Council- and :City Manager of estop shall serve as .0K - Members 0 0 the Beard Without right to vote- /6,4.414;[4,..::. of Lessor aity Council, the *wow and the City M in their capacity an enoxdio i o the •IfeePital's Smard of do net ham the full rivast of - .14.0......44.4,. to of the Scam/ of Pi.A.v..4.*0#.0 -%‘ but rather one limited to the inspec necessary to -dettremine the . perforffultice of the . Wiarranitte : s as prbvidad itL tails paragraph In lieu of the City making an inspection each year there will be cleiivered to the City by the Lessee the following documents: (i) A copy of Hoospital's tax returns for the. previous yegr (Federal and State): (ii) A copy of the: o:s i:isl' s iiden issued by the .State of California. (iii) A copy of a certificate of .good standing as . a corporation duly organized, eubsi acing and in .good .standing =vier the Nonprofit Corporations Law of the State of California. from the• California Secretary of State. (.Lv) A. dopy of the s actreditation certificate lesued by the &Ott Commission: on :ACCredttation of :Booffi .s ( ) Board. of .acrd' Pile ithoWing the a;. Oslo Of tiee. sect that *yet* is the pewit. lakinet 1* 14 With te. the eWfixertiltizte of the elfekkeer bat the. astesee. ( ) A croP of. .' t . RopoLtt :oX • .E ,.. :of Conbigned Cortified Public s+ .. :g the 04.44 .044 the lhagatiant t ive: Officer to =off - liability :ineurance . car • - r s i< f . . : - .enriliagfeen *Wane- the.hishearce ist the r B. If following an ecarinatien of the above »designated do uments, Lessor contends that Lessee is not in compliance with the warranties set forth in this paragraph 16. and 17, than it may make a demand upon `Lssee for an opportunity to inspect the hooka and records of Lessee to the extent necessary to . Beet eriafne Nether the warranties are being performed. .In . the event of any controversy or claim - arising out of or relating to the-inspection rights set forth bter-eina] ove, such controversy or clai. X11 be settled bef&re .a ,panel of arbitrators by arbitration in acct/ lance: W lA the t►erican Arbitration Associa- t ont ' rn3:es. C.. Notwit tanding the "regains, as Ex- officio -m .ers of the Boarrd of Directors of Lessee, City Council met- hers and the City >Mat . Nell receive from Leases oticecs of r r - me ti of iew tai Board ofDireators, 10. Sur of i e . At the expiration of the tes a . of this lease or upon the sooner tertination thereof Leased shall peaceably fitt,t*ender said.. premises including.: ell ts, . ttprov s: an fixtures low on the preparty, in, a goad eta attheta state of repair, :Le fir and tear aud damage•I4 , flood, esploslon, and the elements . :. .t140 event td ..1e : over Or. any ,pmt 4, after the actin .ese,;.. wit the consent°, : use car = implied o -Lease r, .:su . h n+g.. sha l: +e -.co w to . be a: c2.- ; • In- 0/m4W: • Lewes. •o , . 't• 4 of the terms and conditions of this Lease shall apply to -suCh hold over period, including the provision for rent set forth at Paragraph 3 of this. Lease. 20. Easements 46ti Mineral Rights. It is understood and agreed by the parties hereto that the premises herein leased are taken by said Lessee subject to any and all existing ease ments. or other encumbrances and that Lessor shall have the right to install, lay, construct maintain, repair and operate such sanitary sewers, drains, storm water sewers, pipe lines, manholes, connections, water, oil or gas .pipe lines, and tele- phone, telegraph and poVrer lines, and such other appliances and aPPurteuances necessary or convenient to use in connection therewith, over, in, upon, throuln, across and along the herein- Above 'desarlikWtpremises, or any pert thereof, as will not intettse with Lessee's operations hereunder, and to' eater therouPO4 for any and an such purposes; also the right to bore and maintain such water, oil or gas wells in said land, and place and operate on aaid premises any and -all -such machinery neCesitary or corgrantant therefor and to -place, operate 4,11d awaatn thereon ail such pumping plants, reakol.girs, to or other w.4 4.42escrer.'4.1. or c,s.,.k,v4,4,Lient therefore, to 0.1,4.4.404..“ any and all such bat-Wimp 60 or _J L1 =Xi filar any and all r omp s y, to go 1*m wad premises with such ttaIs, machinery; vat. antes and laborers as Will not interfere with Lessees epet7a- - tiorks 4erelm4er, and. alba 'the right to grant suCh franchises, ,:w6:4I.1.6i4,4A4dAar • rights .of Wag and parmaCts in, .0 V 4 e r %Won' aJn, or the Lesser- mew r . as fined lter4;01. of any mart across any and all portions of said preiiaises as Lessor may elect so to do; provided, however, that no right of Lessor provided for in this paragraph shall be so exercised as to unduly interfere with Deal' s. operations hereunder; provided, further, that the proceeds of any water, ail, 'gas or other minerals removed from the Demised Premises by Lessor shall be used by Lessor for the health care of the citizens of the - 21. Default. a. Should . Leaeee default as to any of. the -coV+elts herein end Lessee: neither remedies the default nor proceeds in mod faith to do : so win one -hired eighty (i8O : dew after reoetpt . o f written notice thereof to Lessee, (except default ai'::a of - r -L, .ill Ire remedied wi f a forfeiture of th41-13 lease mut ream* : a . by law; pronided, . howamear, b -dinPloen ... _ should. arise r and Lessee ..whether ' ate. =fit d :under this Via, } then Lesser agrees that such tornistation shoal become of i • . shall.. 4,,aawu . snob chnestat Withn tty.: . of the 0,4*B4i.4.,r-u Z. jurinatixttietn Unless t .+rt,se::irs - ' ►: if ant, ar e,s. a. ,.., . tpo - + ow . .; .'..8. If : ' ; •'. of, Seri i i L .y sea is taken by virtue any :Attu: Intent, execution or re aI4p :.L ' 'neLther ragained regained fission . t o - gOOd faith within the ninety day period to regain .possession, it shall constitute a default by Lessee under the Lease and result in the immediate termination of the Lease. C. In the evei t any default by Lessee hereunder constitutes a default by Lesser under said lease between Lessor and - the Authority the provisions of such lease as to default shall. control. 22. L:efeasance . Lessor will :cooperate with. Lessee in the dr.44 of the . bone i . purinteot to the Joint :owe.. Authority Agreement between . Lessor and the Autb.oiity. 23. NNtott: ,. Any not t es to be given under this lease othegwista mat be seed by enci..430ing the same in a sealed oleee*Ve. eilkhressed to . -tom ; party to receive the same Atte 'ss befter Stated . and elepteetted. IA . the st Wive as : inagulair Vii. - prePaida so Oven, Such notice :shall effective from -the time of -fie. -mailing of the same Ear the pu g hereof, =lose OtherwIee vii . in weit,tng by tom• parties . ia.. the .. of Pose= awl aloft mi:tome .on :jam beamill . 11 of ; MNIEr the addeless of tlee Chief : D•, : i tee 9 to ww. elk-7 10 • 1 24. Prior Lease. •That certaiIi lease by and between the parties hereto and dated October 16, 19.68. hereby is term- inated. 25. Other Acire So long as the Ground Vase and the August 3, 1967 Lease, between the City and the Authority, remain in effect, no provision of this Lease shall apply to the extent that it is inconsistent with the terms of the Ground Lease or the. August 3, 1967 Lease. 26. Waiver. The failure of either .party to insist in any instance upon strict compliance with any provision con- tained in this Lease shall not be construed as: a waiver or relinquishment of the right of such party to hereafter require conpti4ance with such provision or to require such comPltance with saw atixer provieton of this Levee. 27. This Lease shall he governed by the lima of the State of California. 28. Surnerears. All the terms, provi- sinus, and mantitions of this Lease shall be binding upon and to. the haneflt of •the parties and their ounces- sens and ayssigia6 • 29. If any term or palesdksion of this Lease shaLl., to any esekeitt-, be:. L - 1.3sy a cosart �t N#44.4041.i4.444... :41): "1W '44ilita414 i*r .101 441.4 A 04 4, the 4 0 4 - tidy Issose- . 41011 not e.f-7 t=444:14, a :0 stAtualL and prob•. this Lease sh0,1 :valid IMO CiaieprO •41:$: the .fitllest ext,nt pemitted by law. 30. Entire Agreeritent. This Lease contains the entire agreement between the parties to this Lease and supersedes any and .a°li prior agreements,. arrangements, or understandino between the parties relating to t'ie' use and occupancy of the Demised: Premises. This Lease can only be modified with the written assent of each part`. 31. Consent of Lessor. Notwithstanding any other pro - Vision of this Leas., Igor agrees that it shall not unreason- ably withhold its consent or approval with respect tt> any : matter for which such conn:sent, or approval is rewired by this Le°s aye. 32 ., t. Lessor and Lessee ackriowledge . that it Is in the interests of the citizen of the city that Lessee receive maxi allowable reimbursement from Medi- care,- M any future .. governmental pros. A otd- 'to this Iii• to the extent ne esr.�y to nialtiAliZe .. 1o,. • burseztrent to Lessee provided, that any such modifications shall be made without cast to the Lessor. IN WITNESS WEOP, the parties hereto have caused the presents to be dtt, .y' exeuted with all the formalities required by law on the respective dates set forth opposite . their signatures. CITY or DOWNEY a mat*n°ic.ipal corporation Lessor IXMIEY Ca :TTY HOSPITAL EtiftiOATION That portion of the Rancho Santa CoartrUdes in the City of: Downey, County of Los. Angeles, State of California, described as follows: Beginning at' ti 'intersectioxi of the centerline of Brookshire Avenue 80 feet wide, formerly Church. Street 40 feet wide as shown on Map of Tract 9457 recorded in Book: 171, 1)age 7 of. Maps in the office of the County Recorder of Said County, With the centerline of _Ma•atee Street 6Q feet wide, formerly South Street AS hOwn on Map of Tract 142-96 per Map recorded in SPok 304, Pages 29..21 of -Maps in the office of the County Re0order of said. County; thence North 32 .Bast along said Centerline of BrOokehire Avenue, 30.07 feet to the northwesterly POOilAngetion of the northeasterly line df said. Manatee- -4-t-peat-; thncie S1 Best thereon and 0400,11: said no =4. ly lies *56.49 feet to a .point Of cusp with a curve .concwe etieterly and having a radius of 15 feet end the true point of beginning -;tor this 4encriptio4 thence nOrtherIy 4.10.,tig 1304 cure Z4.62 red* to p04#4 of tAngonoy tfttb. *he aoutivaaotoriy 1411p of Stdoliaidxtra. 80 toot stUto lyinv 40 - feet On eadli: tido of the - share dent:titled centerline; thee N�zth 3; iwu 4'# lam* if:44 glriu*Iwastellif.. 34340 11.4 goOt, to !kta une ag Lies 4bedi 41 Deed top s.. BOok 142 'ROW 444 ate 'Patois *.ti (mad Silant# 1 -2W Beet. thereon 420.39 fit to the nortWootorly line • : 00110 " 2 " . " *kit of the southeasterly 243.41 feet of land so described in said Deed to Huston; thence North 31 East thereon 177.28 feet to the southerly corner of Margaret Street as described ixi Deed recorded in Book D2:353, Page 721 in -said Reorders Offiee; thence South 57 ° 15 1 2:0:" East along the prolongation of the south - wessterly line of said Margaret Street 2213.44 feet to the north- westerly line of Patton Road 60 feet = =wide lying 30 feet on each side of the nortl weeteriy line of Lot "P1' of the Rancho Banta Gertrudes per Map recooded it Soo#. 32, Page 18 of - Miscel:lane©us - cords in said keporcters Office; thence South 31 West thereon 852.28 feet to the togituting of a tangent owe concave nort rly and vi ' a radius of 15.00 feet; thence westerly moo, 22.77 feet: to a poit . of taffy with said nv4. ": Ltn to Ste . ,. Vie is th 61 West thereon 6., to the pOliatt of begoinentaxg, The Oasts of Meerings tar this d cription taken as. the centerline of lisrooloadare A v e : . SlieWil on oottuty gupeeyovs Nev . l mo= 4g on €;i.1e in the . affirm o ` the . county .sux-vor 4 Oounty. • s i s 4, • J foot detached storage building . A Class "A" hospital building consisting of a 75,732 square foot nursing tower and basement with a 47,861 square foot ancil- lary wing, basement and mechanical building and a 5,000 square S Assistant Director of Nursing 5.05 $ Nursing Supervisor 505 1-.:- t 4 Z Had Nurs 301-340 tt Assittant Read .Nurse 301-340 . IT Staff awl. sterid ,Nurse 301-340 4 Lice il nsed Vocatinal NUrse 301-340 a Surgical Technician 330-338 E Nurse Aide 301-340 a Male NUree Tec4nician 301-340 H 1:14 eler10 301-340 g Tr4nWkrteitiOn Orderly 300 a 0-tadtsate Nurse 300 It ZharMacist. 345 H P.harititity Attistant 3 8 a 8 s. 5 H a CePtral Si 1101- RuPermisar Gimes •*11tra1 Supply DEtut a 111trate. c textlinixiszi Merldicine Tetthnicien ‘%(Xu 1*CabliOtiafl. Lidadtattitl Ataim*Utt X014-144on II6a4doo4f Ttalmtzton t4P*4AVPO, MiZA444,a - 2esds mdasa - 4*+14.7444100440t WiPOitict4 3111,11, staito. pxe 03.:k, StOretrooi . . . .• . • . 350 350 35 6 .355 355 155 384 355 380 381 . . .381-388. Wit3 51103 S60 500 SOO 500 H. Et Inservice Instructor 510 H Audio - Visual Technician 510 n Housekeeping Supervisor H Housekeeping Aide li Jaz4 for a Medical Transcriber H Clerk, Medical Records Licensed. Steam Engineer 535 Cra3 maen 535 'Maintenance ce :lean 535 Maintence Helper 535 Adeinistrative Secretary 540 t SaCrc tary 540.442-etc. .iLe k . o fic'e 440 Jiplor Clerk 544 EMO4M406 Office Mir Accemarte Reece r le .atedit Man E , ... (V. C . } Admitting !ter be r S Daatt Head 522 522 522 -500 515.455-598 516 559. 5 544: 5 ICU Medical. Surgical Orthopedics Obstetrics Nursery Delivery Room -Atial ReAm Surgical Center Central Servicce Laboratory Pulmonary. Function ENG itudden VIZ .. tkeictro Lab :Renal -a8 ice l -si. ,:1p iY:!:ia+ i,isla Not per :: i . Other .Operet# ` - v itu. . ,mat e • FISH, YEAR 1980 -1981 a b AGUAL ANNUALIZED 197849 9` 1979 -80 c wpm 19..8 01 d (Ito-c:) VARIANC ACTUAL ACTUAL ANNUALIZED D S .nT (b-c) OPEROINN MENSES . 3.974 -79 1979 -84 3.98. -81 VARIANCE Z Salaries: &r :PR Related Sa pl :es & ;Boge n Depreciation & AttOrttzation P*o-teeo*ooga 4 latiblic Liab. Interest Expense Contingency For Mid-Yr. Adj. Miseellaneot e Total: Operating lief income Retained For Capital Eaipenditures } DIRECT PATIENT . CARE ICU OCU Medical Surgical @;ies Obstetrics Eed AverY Seem Beam L Center Seavice. BUDGETED EXPENSES (DEPARTMENTAL) FISCAL YEAR 1950.1981 Rise* 114estapaie . fie a ACTUAL ACTUAL ACTUATE ANNUAL 1978 -7 9 1979-00 4 44,4*044 1i; 1 1.0 0 4- BST (L-c) 198 -81 WAR/ANCE r 2 %„.. I a INDIES EXPENSES Beta Iralivivy &Linen - NoUsekeeping- Ketntesiante & Operations rum, cards & Security A *. a 4410,104 Conitinoncy Nish , Noirieuse TX Ittat Total I prspenBe BUDGETED EXPENSES. (DEPARTMENTAL) FI StAI1 YEAR 1050 -1981 a A AL 19!77) b d ACTS ANNUALIZED LI BUDGET (b"d).. 1979 1980-131 ' A X t • • s • ; -.j • 4 SOURCE Begia±fng Balance Receipts Op Receipts - Other TOTAL SOURCE .APPLICATION 9.1 Nea-Salaries mod. E Rte TO #:t -re l Evend4ture ( Wit} . . t: Cash (Sher* n - B:,cs ±J DOWNS' GO IM JNITI HOSPITAL OBEYING FUNDS CASH FLOW BUDGET 4 t • 44 i City Councel of Downey Downey, California Gentlemen: rursuant to. the - Lease Agreement between the City of Downey, a Lessor, and Do4ney Community Hospital, as Lessee, we have determined the following: X. Daily Service Charges Based upon Downey 0015Ognity. Hospital's daily hospital s:erviCe charge:34 dated and the certificate settinq . forth the char-get of the benchmark bospita4s submitted to us by the Chief P.**cuttve Officer of Downey Community Hospital, we have detergained the .daily hdapital service charges a ge eqiaj to or less/more than the average Of similar charges of the benchstark hospitals. The calcUlation was determined as follows: Private Semi- Ward ICU • CCU' Private Downey .a iLty Ho • -tea Denammult 1Mal: • . 2. 3. GS. 4. Calif NeWl. Otr. - St. Erotic-Ls Avers4e of.. Ilenahmaxic Hotpitals MbwitALtogas Afmarage Doti" S*rvize (g.4 Hasiams of De r ccins*City mopttW# II. Salary Increases Eased upon Downey Community hospital salary ranges, dated a copy of which is attached hereto, and the certificate setting forth the Hospital Council guidAlines submitted: to : us by the Chief Executive Officer of Dowitey Community Hospital, a copy of which attadhed hereto, we have detemined that no salary range by job classification as listed in Exhibit C of the Lase ex .eds by more than 10 percent the salary guidelines as published by the Hospital Council of Southern California, except for those listed below: Downey Job Community Hospital . Percentage CI I:fJes Hospital Council Comparisons .nary truly yours, C P.A yj ATTACHMENT 2 LANDLORD WAIVER AND CONSENT (UNION BANK, N.A.) LANDLORD'S WAIVER AND CONSENT THIS LANDLORD'S WAIVER AND CONSENT ( "Waiver and Consent ") is made and entered into as of February _, 2012 by and among CITY OF DOWNEY, a municipal corporation ( "Landlord "), DOWNEY REGIONAL MEDICAL CENTER - HOSPITAL, INC. (d/b /a Downey Regional Medical Center), a non -profit public benefit corporation organized under the laws of the State of California (together with any successors and assigns, "Company"), and UNION BANK, N.A., a national banking association, as Collateral Agent (together with any successors and assigns, in such capacity, "Collateral Aaent"). A. Landlord is the owner of the real property located at 11500 Brookshire Avenue, Downey, California, and as more fully described in Appendix A attached hereto (the "Premises ") B. Landlord has entered into that certain Lease between City of Downey and Downey Community Hospital Foundation, dated as of February 8, 1983, as extended for a further 44 years by letter dated October 25, '1988, and as amended by an Amendment of Lease, dated August 11, 2009, with respect to which a Memorandum of Ground Lease has been recorded with the Los Angeles County Recorder's Office (as the same has been amended, assigned, modified, substituted or extended, the "Lease "). Company is the successor in interest to Downey Community Hospital Foundation under the Lease and the tenant thereunder. C. Collateral Agent and certain lenders (collectively, the "Lenders ") have entered into or are entering into certain financing transactions with Company, and, to secure such fumnekg, C.. has granted to Collateral Agent asecurity interest in lien upon certain of and Z e e,p � of Company (collectively, the "Collateral "). NOW, THEREFORE, in consideration of any financial accommodation extended by Collateral Agent and. the Lenders to Company at any tune, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Landlord acknowledges that (a) a true and correct copy of the Lease as in effect as of the date hereof is attached hereto as Atdic A. (b) the Lease is in full force and effect and (c) Landlord is not aware of any existing default underthe Lease. 2. Landlord agrees to provide Collateral Agent with (a) a copy of any can : A . n, 1, cones, or weer under the Lease, and (b) written notice of .any debt or bch by C....4. or claims default or bah user the Lease (a "Default Nye ") at the same time as:it_sends sucknatire to C { . .. 4 L61. that (i) Colitteral Agentaimiliswe_atioabt .. (15) days . farming receipt of such Deft Notice to cure such default befree the Lease t►.i.�. :. =�,s, and (ii) Collateral Agent shall not be under any obligation to cure any default by Company under the Lease. No action by Collateral Agent pursuant to this Waiver and Consent shall constitute or be deemed to be an assumption by Collateral Agent of any obligation under the Lease, and, except as provided in paragraphs 6. and 7 below Collateral Agent shall not have any obligation to Landlord 3. Landlord acknowledges the validity of Collateral Agent's lien on the Collateral and, until such time as the obligations of Company to Collateral Agent and the Lenders are indefeasibly paid in full and the commitments of the Collateral Agent and Lenders to extend credit have terminated, Landlord waives any interest in the Collateral and agrees not to distrain or levy upon any Collateral or to assert any landlord lien, right of distraint or other claim against the Collateral for any reason. 4. Landlord agrees that the Collateral may be stored, utilized, and/or installed at the Premises and shall not be deemed a fixture or part of the real estate but shall at all times be considered personal property, whether or not any Collateral becomes so related to the real estate that an interest therein would otherwise arise under applicable law. 5. Prior to a termination of the Lease, Collateral Agent or its representatives or invitees may enter upon the Premises at any time without any interference by Landlord to inspect or remove any or all of the Collateral, including, without limitation, by private sale pursuant to the provisions of paragraph 7 below. 6. Upon a termination of the Lease, Landlord will permit Collateral Agent and its representatives and invitees to occupy and remain on the Premises; provided, that (a) such period of occupation (the "Occupation Period ") shall not exceed up to ninety (90) days following receipt by Collateral Agent of a Default Notice or, if the Lease has expired by its own terms (absent a default thereunder), up to thirty (30) days following Collateral Agent's receipt of written notice of such expiration, (b) for the actual period of occupancy by Collateral Agent, Viral Agent will ;pay or cause to be paid to Landlord the basic rent due under the Lease .pro - mbxl on a per diem basis determined on a thirty (30) day month, and shall provide and retain liability and property insurance coverage, electricity and heat to the ardent required by the Lease, and-(e) such amounts paid by Collateral Agent or cause to be paid to Landlord shall exclude any rent adjustments, indemnity payments or similar amounts payable under the Lease for default, holdover status or other similar charges. 7. During any Occupation Period, (a) Collateral Agent and its representatives and invitees may inspect, repossess, remove and otherwise deal with the Collateral, and Collateral Agent may advertise and conduct private sales of the Collateral at the Promises, in each case without is tv:..:.a uatce by Landlord or liability of Collateral Agent to Landlord, and (b) Collateral Agent shall cooperate in Landlord's reasonable efforts to re-lease the Pr:wises. If Collateral Agent conducts a private sale of the Collateral at the Premises, Collateral Agent shall use reasonable efforts to notify Landlord rust and to hold such sale in a which would not ugly dismpt Landlord's or any other test's use of the Premises. Collateral Agent shall poly repair, at Collateral Agent's r;1, 4c, any physical damage to the Premises wally caused by the conduct of such .sale and: any tt.1 of Collateral by or-through Collateral fit wear and tear :;..1, &� ). Collateral Agent shall not be liable for any in value of the Premises caused by the absence of Collateral actually removed or by any necessity of replacing the Collateral, and Collateral Agent shall have no duty or obligation to remove or dispose of any Collateral or any other property left on the Premises by Company. 8. If any order or injunction is issued or stay granted which prohibits Collateral Agent from exercising any of its rights hereunder, then, at Collateral Agent's option, the 31127734v2 2 Occupation Period shill be stayed during the period of such prohibition and shall continue thereafter for the greater of (a) the number of days remaining in the Occupation Period or (b) ninety (90) days. 9. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, to the respective parties and the following addresses: If to Collateral Union Bank, N.A. Agent at: 120 S. San Pedro St., 4th Floor Los Angeles, CA 90012 Attention: Corporate Trust Department Facsimile: (213) 972 -5694 If to Company at: Downey Regional Medical Center 11500 Brookshire Avenue Downey, CA 90241 Facsimile: (562)904 -5309 Attention: Rob Fuller Executive Vice President and Chief Operating Officer - i o dlord -at: City of Downey 1 Avenue Downey, CA 90241 Ate: City. Munger Tel: (2) -7284 Facsimile: (562) 923 -6388 10. Miscellaneous. This Waiver and Consent may be executed in any number of several counterparts, sbMti be governed and controlled by, and inio. aunder, the laws of the State of Maryland, without regard to internal. laws • of conflicts, and shall in a to the bimefit of Collateral Agent, the Lenders and their mss„ and assigns and shall be binding uponlandioni and its .successors andassi (in uding many ik; , ,) of the : .- , ). 3 Signature Page to Landlord's Waiver and Consent IN WITNESS WHEREOF, intending to be legally bound, each of the parties have caused this Landlord's Waiver and Consent to be duly executed the day and year first above mentioned. COMPANY: DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC. (d/b/a Downey Regional Medical Center) By: Name: Title: LANDLORD: CITY OF DOWNEY, A Municipal Corporation and Charter City ATTEST: City Clerk APPROVED AS TO FORM: l;dVV6dlli11.11161 �i!Yllif4l3:: Signature Page to Landlord's Waiver and Consent By: Name: Roger C. Brossmer Title: Mayor COLLATERAL AGENT: UNION BANK, N.A., as Collateral Agent Signature Page to Landlord's Waiver and Consent By: Name: Title: APPENDIX A COPY OF LEASE OF PREMISES See attached. -1 t • LEASE litatotosti CITY' Or fl.: AND DONE Y 000111ITY osprzitt, e @•I nintIT 2 v „, mad o 400 Accredited Hospital 8 B.. &Unit on gates' . . 9 C. 14011r-Heevital Service Cb*rge. . * . • • • . 9 D. es - 11 E. • • .- .., 12 g• rinse. 4 4 . i . 14- 5.•• 014.0 LOSSee : ...,:.... . , - , ,,- i • ..- . : • 14 I J 1,, L:iig.6414?4 .. .4. . . ..f. • t * !. ..-. -. , r - . • .. • • :* •-• . 16 g ,. titans .. . ... „ •a a i i` 4 /. i.” IR • 4 ii •. • ' 4 . 19. A. Basic Rental 5 B. ReplaCement and. Repair rand : 5 C. Rent Subsequent to Termination ot Agretudent. . , 6 4. Indeauiirication , . . . 7 • 5. Public Purpose. . Para.:m=11 1. Demised Premises. . . , 2. Term 3. Rent 'mat& O COXTBNTS Page 3 4 5 C Vat** 4 • • :• • = . • r .... .. . 20 OttL040. . , . , „ . , 21 4 ... ! ll... L iP Pi A: 411;;;(01 ai r„:. • . • - • • • . • • . • * • • • . 4 4 al 1 124- 474004eitintcitark4 . . . . . . 4.. . • . 22 i - • 1 44 04*i.."4i • . ., • 4 • • 23 t 14. ASstiio •and •P‘....A.4 • . • - - 23 I : • .• • IV. C•tonitiliawevith L .: • • i 24 f Pa raaraph • Pag?" 16. Nonprofit Status. . 25 17. Board Membership and Inspection Rights 25 18. Surrenc of Prea ; s e, 27 19. Holdover 27 20. Sase*eets: and Mineral Rights: 28 21. Default . . . . . .. 29 22. Defect ce. . . . . 30 23 Notice 30 24. Prior Lease 31 2:5++ . O��t .r + .. a uts . . .. . . . - 31 26 . i{ai v et . .. .. • . a • . . . . . • • a. • . . • . • • . 31 27. hagolivablla lotaf. _ . . .. • • • 31 -28. Succe re --and - -.. s • , • • • .1• • • . • 31 : . .. . . . . -- 31 30. Casseest Leas= . • • ♦ . . • . . • • • • 32 �. Et%rl R C, Itkotett ;EASE THIS L .ASE entered into this 8th day of I ebreary i9a3 , between the CITY "O? lioWNEY, a municipal corporation, (hereafter referred to as "Lessot or "City") and DQWNEY COMMUNITY HOSPITAL ,FQU ATXON, (hereinafter .referred to as "Lessee" • or "Hospital ") is made with reference to the following facts. A. Lessee is a nonprofit corporation, no :part of the net earnings of Bch can, under its articles of inOor poration, ink to the benefit of any private individual. X+essee has for many years metetadsted and operated a hospital l in for tthe treat of t sick and injured, without regard to : Mae, or CelOr . in excess of ids riagaala 4#44.4444- tv Vie . sespegieLtion vi U to mettee qtaulity of hal,it . Care* It ... to tit.. ie, . tot: tie a :g t.. e , •a re t y or indiredtly, atry : of the * of the h . B. -T - - of .. +w ..: at an election. Isal4 on - , 19621 l rtzfi.neva a i. t el±sr CemetasiX o .4a a.c; 1“17,,a� .1a-. a Z.,.. n+ $. rzq ir iha x.14 ot a MKT -Lune- &' 7 fl, a i= the 4 of Les: GMs Acted May • 23,. 1967 • r:04 - itta a .Joint - .VowerS kt det ent *for - • areatien at a flity : oe Domes Oiammaattr lineitizbal Sitr ate- w 19 within the. City of Downey. By Agreement dated August 3, 1967 (hereinafter called the "Ground Lease") the Lessor leased that certain parcel of real property described in Exhibit A attached hereto and made a partihe6B'of. (hereinafter referred to as- the "Property") to the City of Downey CoMmunity Hospital Authority (hereinafter called the "Authorite) and by an Agreement dated August 3, 1967 (hereinafter called the "August 3, 1967 Lease") the Authority agreed to construct a hospital building UPon said site and lease it back to the Lessor under the terms and condi- tient conta E. Lessee has transferred to Lessor all of the L06600 ri4ht, title and interest in and to the Stewart and Gray owned by the Lessee, and transferred to Lessor late 1ith street property mated by Lessee idlich. properties are Istembed in the asgty of possas es in the eststter 16, JAM tosse By 44 -.. doted October 16, 1966 Chereinafter called the qftteher 16, 1 toaaes"), Lessor leased to thi Ssmpttal the 444,10,1 and prop f t o f Is yeses. ift said loses. 24,„ LB1 tiko City Council of the itemsdaskissa Ns, 4644. HessaisMtion to:gusat mod tromealer: to lite Hissobtail all of the CGztes -j JiLJIrUQ tit Ithe gionetsal ra.woorefa4,44. are 414403,44 an 4:44;„„:L..*c.:t the Otteher 16, 1968 Leave entitled l !AtideedUM tO Lease an Grant 04 :Reirer 4iteresta -2- • U. On May 11, 1982, the City Council of the .Lessor adopted Resolution No. 41,00 for the purpose of rescinding the purported grant of its reversionary interests to the Hospital and other agreements c*fteafned in Resolution No. 4046. I. Lessor and the Hospital desire to insure that high-quality medical care will continue to be available to the citizens of the ;City for a period of time longer than that pro- vided for in the •October • 16, 1968 Lease. The Lessor and the Hospital new agree that they Should enter into a new • long-term lease for am initial term .of SS years with an option for an Additional 44 Year', and on other terms and conditions that recagnise the rapidly dh 3 rt It =the intbentlitin of the -Leaser and. the Heim704- to4 mi0 #06 Aoopital Shall have the tight to gutWIt et 401' genesno, and any . 0tobeV reel and imPrasnal 104111 1O1d 120 lthe Progkerty. and use theromf in aolo Igeba the- teem* ot IsO4HielOtii:.leese. .OW 00 in. .0onsiiiewation. of the • , 40igaitet: of the paaddiee, a paikalsot to the tommer . and oo!di- : Wm* Of the thcoore.itikka to ?L i. lease -frail the zetiktor.tto tho and- the , • trom the 1,4,440,..4.2. to the roseasor: 1. )1c6;,0„46)1[;:twilitaia....,44;*tiviz. • Leneest dvszettl,c4i leave txt .raelFanik: (1) the- 44;t- 4b (4*) the dcget.bed genxtig4t. - (*Me: AttlIiti cle in :4 .it4tc1 :ext :hereto - and .imeW a part hereof and he031:Flatter Zefere4 to as the-V*44 .NottLipta.);: -(411.) planicx:•2 and .'tittert 3 e . yr health care .envirimment* p 0 • • Merit as defined by the California_ State .Department of Public Health to the extent such equipment was purchased or leased for, and was originally located -within the Hospital Facility, _and all other equipment 611i-chased or leased by the City- and located on the Property (hereinafter collectively referred to as the t - t E . quipment"); and (iv) all other buildings, improvements and fixtUres owned or held by Lessor and now located on the • Prtipstity, elcpept for buiidititts,. lAstrovsmstits and fixtures added or cons-tructed_ by Lessee subseqUent- to the lista of the original certificate of octuparicy for the •:Hospital Facility. LeSsor hereby .grents, catts,raya ate tranagatt to. • ..Lessee aLl of...I.t.etssoe a right, title and interest: in. en4 to all. iMorceteits„ additiOns, fix.-tures,..personal • aciszt purchased or lttefed, other thEat a .349 f:001a pgionne, Ttheasse -aka Oens‘444 OV added to the- ,gsgopertar, • 161votta. Boreativ...ot. other histuttill catte Iovatatid 0 tap PL EUbS'equ**t :116. the 000 o isEuance of the itif4-444,4va 9.04,4-$4,Vis*e o 09-r- the 09441:43, F.404.#11., It 4: bod and that Demise mfl .retsitz - sod fine" t±me to tlisie 'Emsk reAssms, any t. 10,1 - • ; 7 of this: Li--r. -*440MTEttsittalittipr ***1 lind•naiiEr Anablittlimit 1141,...yra; 1 MisMee 11/410 4nins- isT-4014MT ToSiSte*. 14:#10a amen. be 0 .014.4 1 StiLIely to ati the '.1)atifijaed • . - •• • • • The tratemi toudi eit. Ix for prin#4d I 1 of fifty-five (55) years from the date hereof. Lessee may extend the term of this Lease for an additional term of forty-four (44) years on the, same terns and conditions as herein provided by giving Written: notiOe•AZ. Lessor of LesSee's exerciere, of such .option by delivering such. notice to Lessor at any time prior to the expiration of the original term hereof. B. • Unless otherwise provided, whenever the Phrase term of this lease" io used, it shall mean the initial SS year tern --011ie the 44 year -optional ternt.- 3. 'Rant, Maio Rerttal.- tieasee shall pay as rental a sum Of Money -Sutgiotets to zei:it4b*rive the LeStor for aU Beee ,Itental and - aitidditional Rentikl reiutred to 47a void by Visor limiter the Prdivtlionn o Rett4miti of sa.t4 .ldivt. trent the isaiblietity to •rosistial Oben be sestilienekel end Shall .be vatd4 to. law= -04.01cuitmuy in actotontrioy of -riewoor' �.l.:uo to the. so, that. 4astakr may :make - .4taatY to the •0040 Te• texas !iftene Itentat" and 11 11.• Renta hail ..**Ve the •rneeie4 P#0344ed:-14 4 of the_ Aug** JAW Toessos- • B. Bala In 1b4n .t4,...04.404 •lifieSse #0.0aMeStaid.4X0*.pagosto .outo;-;the it* 4 q'" 3 , AL , , at 4:4 Steltaisw cooed Int Tt44i44 or balolorgo- tottd-441*-4 - 0U ,. .44.4:i.tt t he depot o $44000, oo . • .04tOuggt441 4A0OttV1144 of , t41..18:-•14.*1*.• and at Vaa end - • . • Ant-yew 411Kawasetor awl* tr 4 3 r rei fa,k_wirg fowl • . . . • • •• has less than $50,000.00 in it. Lessee shall deposit in said fund the difference between the amount in said fund and 00,000.00 but in no event shall Lessee be required to deposit =axe •than $1.0, 000.00 in sla fund for any one year. The major replaceMent and repair fund shall be kept in a separate account subject to withdrawal for the purpose of major replace- tents or repairs upon approVal by Lessor. In the event of a tePOination of this lea00 by .default of Lessee said funds shall become the prOperty of Lessor. 4, Rent Subeetasent to Tarptination of Jkoreettent: Oh the termination of tlia Agreement between Lessor and tie Authority and the termination of Lessor'. liability to make payMents of C1 :tar under - said. Agreement, Lessee Shall pay . 4110144ly to LOSier One ($1.40) - 104.40. a onn POPSY 44f- atiodfastit reskailmoiste the. Lessior eel• year for ail inoni reileired •e be 10041b4 by Leeeor foqr All taket4 ant of natnre: 440 to4 excise to008, ad valor tame, ad va1ozera and .;epecifis ].ten and epactal oesetter itent end :groat: receipts ti41• if aty levied open the subject laattar ttila legAte; etigikeirsett 1 to. aithalai- th4o legael 1444 #*4 4 ": .0 LS ow/A444 and 1111004 VU*042a ,L4w4idd the toesaaarlaaqr &maw j. ger g0 'ht. the 460 40■ 1e0004- ilzailinsliisit 44061e ! f000 .C 04!t H04' 4 1947**0 at 140 to the teas and condjtions o bhis 3eaae4 It is the *stow: of lItiolrbittragialdk that there-0 be no net cost to :Loeser , f4. 0000140 a** 10 044 1 #61 1 0e- 9C . 4 4 44. 1 44* J thlk-•taF4Y • : . * • 4. Indemnification. A. If this lease should be held invalid, for any reason, by a 'final court decitzdon, Lessee may remove its. personal property. 'Fixtures, -as dbfined. in, Civil Ode• Section 660, even though purchased and .installed by Lessee, shall remain as part of Lessor's property. If this lease be held. invalid for any reason, by a final court decision, there exist a the possibility . thitt illegal expenditure of public fUnds woad have oCOurred. • or the. separate, 44v4epwacient consideration of• the execution •and. deliVery of this 'document by -Lessor to Lessee., EsetZee agrees to' indemnify .and keeP and save -Lessor, it °faders, agent" and • eliployees, individually and vOIlectively, freer and baraileas from -any and all liability claims or demands which may be assertTAt .0sinst them reeeon- of .any alleged. Mproper. �r 1.: .exPensitture. of:public fUnds., • i any mariner arising Out of this Imam. The Lessee at all tie** kee•. and :saVe Lftsser, it officer, .agents and er#I4OVeee fre.e an harmless frog. any and all caima o d inclUding reaeonabte Costs of - derieriseAthicli mayarise b reason. -of any negligence of the ro ea W' 144 . ant oi ; it* t -004491feet t in. the ... and maisteseame. ,...• or.* Ate. coA*0n .of lonairdie-.. nimase:-Cf the IbmMiaemi *zsaastesen..together.Iatth..all.buildings, said 2E lakambied - On the per Pf g4, qhUgatio tbe xiolipsfe Atur.r4aboat -the : ter* . Lease, , ehallf.iceep in.iOrce-onot. effect -vd.th a. company or -companies authorised. to tranaect sudhlaufainess. it the state or • other insurance companies providing such coverage which are 'accep 1e to both Lessor and Lessee a policy or policies of public liability insurance, property damage ix sUrance and nalpraetice insurance, naming Lessor an additi *n'aj, insured and covering &outage: to property of zithers in any accident, in the mini runt amount of $i0,00Q. and. death of or injury .to one or more peens in any - accident or incident in the Minimum amount_ oaf 4,000,000.Q0. .- .. 5. L izy ia, It is recognized that Lessee is fully as concerned as .Less+t that its operation should at all times eubsertre a proper public , pulse. In c:f e-r to same: that the , - cif the ft4iLities furnished by Lyz ssgr : zer er 43441 fit.. a :. times is for a oi::44 purpose, 't ie : "te the • 'O covidt t ` . dual .. .: 4• , .S /`Y7 aid''' h�F3 y . . a 4 -• � iSi4F4r MiV 6�i isA: ;YS+ _ . .. . $�� ' :, tut Athe Josigat esentelosetuen '. I.4 A'ri Wet elee4 ;Ptthel. ' . at the #1:3 1;.. . on : end wittuisn • t e :.' ty* %W% >4;y : and a a ..: y . ' be -Ant ji • acclE set. 'Zo, - . � Tat */ R: ity *cite, '. Aeorecti - totion Manual tor ..:1411,40 11401101 csmoropr.4414.Lasi, permit specific exemptions to the standards set forth in the Accreditation. Manual for Hospitals referred to herein; or (ii) Terminate - thi s Lease; provided, however, that Lessor may not terminate- )bitis Lease unless a breach of this Paragraph SA continues beyond the longer of (I) the period provided in Paragee0h 21 :of this Lease; (2) the period specified by the Jena to - correct any deficiencies contributing to -the iossc, of accreditation (p •videel -Lessor is furni$hed eVidende by Lessee that Lessee is groeeidng in good- 'fair: to correct.' de(i- cienoiess ).; or ( :ZZ the pe. rild re tired to exercise all of Lessee' s adm nistrative and juditial appeal ruts relating to loss of jal - accreditation. `B':. t on Less ,sell dharge fair and reencramhbe teshot at all times for all services. = erred i Z s Toe level Of -`.. :. *hell die such. . ' the i ellOWILIWW - hell not ems: '1WW0 vow* for- ettenoceion. specified in 0 : of .-t .0tetO of f t% a.:.. I :f tom: Toseee tltie . 1/4:0 n Citt Osintaezil e- - .: i et 1• Masa taw . + . .S s .of ...— or `t thilw to the - e : G :u -tom + , :.fir- Q E dirol cif `4 - any'. : -+► :. � frAtit . 844 - '10 i : li : o .y .sued d i1 the +n ; - n. _214 of t . . ate: Make- • 1 ' 1 however, that once such daily service charge as has been approved by the City council such charge may be reduced by Lessee without prior written approval of Lessor but shall be subject to the. approval. Of Lessor. In deterMining the daily Service charge to be es.tabliahe•, Lessee • or r443-$50r both shall be guided by, without being bound. by, the average of such charges for like- ape cific services at the St. r•andis Uospital of LyziwOod, Presbyterian IntercotaMunity fidsPital, California hospital, The hospital of the Good- Samaritan, and cedars-,Sinai Hotpdtal. me daily service. charge approved by the City Council Of Lessor may be higher or lover than the daily eervtce charge of said listed hospitais, (ii) In. cieterminitig the charge for the specific ancil- 1 services Lesase and Lessor both shall. be g4ide4: by, wisthcot being, by, the. ''Ouiding Printiples for hospitals" of the tel. Council • of Sonthern California. (fit) The reilit.**# acting • thrOugh pt.* pipy COmCU shall: .have the •right to POSrMat any -and all rates chawged by the: .4e0 to deterlkliO0 whether or not this criterion is being met. The roat!kseeon. cr 4tetePo Jqly 1 9f. each year theli file with the Cot#Y. a*nrteil •..4...00sen et the - rates clwaged .by Lessee with these Charged by law above liSted hOppiteAs and at ell Other times shall *Way. te Cttty COSsactI in wriliaag of any £ d rate .4.4.4410.4:p by .the Sawed of -Pm tlneas-.164.1 the reessee be - to 4,0K =Jam lea! than .latailar charges of the aboVe naated (IV The City CoUndil shau hare - no *discretion to .W -..k.v!eq-i.. cif j4ew by the glitegttel. r 4- the proposed charges are equal to or less than the average of similar ckargee of the bench.ark hospitals referred to in this Paragraph 5C. The Chief Pgxecutive Officer of the Hospital eh;all. =bait a certificate `setting forth the charges of the benchmark hospitals in order that the City Council may make this determination. (v). If the Hospital wishes to establish a charge which is higher than the average charge at the bercluuark hospi- tals, LeS t ` s City Council shal. have the right • request any information or dO . . is which. it believes necessary or desir- able in order to.. a e the posed inc rease. (vi) If t h e C h i e f l O f f i c e r of the Hospi- tal subset a certificate to L' s City Council ithich statss that the . . . '; i s unable obtain current information 'f torzerard ir this °l.x ..5 the :* W shaireak the that it will net intiost rates Or ,o. - .. esoveed the Jewels permotted - by Section. 214 of the Cry Rerearle and Treatian Cagi ar the o '1e Rio of salany Vic. sal> - • . y � u � A � � , .+ a +i�d the kg,: :i :of - of thet • . of to the Z . the - Pilty tenerril .. the • by_••thks .: made a - l aCt :ta. the.-approval cif .the " i't . .ef _suth.sitailszy 7 • • . • ranges with the City Council of Lessor, the setae shall not be increased by Lessee without approve of Lessor. NotiCe of any proposed increase shall be given in writing to Lessor. In the event Lessor does not diOhiprotre *Such proposed increase within thirty days after receiving notice thereof, such increase shall be deemed approved. in the .event any salary range :as first filed or as proposed to be increased is diSapprovedby Lessor, Stich salary range. shall be et established at a level approved by the Lestor1. Salary ranges e•stablidhed hai1 reflect the recom Mendatiorte og the Ifoapital Cottit4.1 of SOtithern CalifOrnia. (44) Tkensorl s- City. COnnoil Shall have no discretion. to disapprove .salary ranges Whith do not :exceed by more than --ten-percent-()140 those - gtttdelines pablithed by -the Hoap.ital Caanw of *anthem California, The .0hief , SxezutiVe Officer. of submit - a Certificate , setting the gutcle-4- . .padaliadati• by the #espititl.g.ottecil in order Viet Leseort‘s City Pketail may make the sit.. aation.as to th e relationettip " PletWeen• a propciced inereaoe. ±n salary range and the rangeo. ptiapteietid: hy. U�pi •conno-4. I the Hnxgrital recpusei16; *crowd in a: 4034tzt 14.14424 .7441 • laWn 10% 11141 by the: #0elet,e tte**41 the' (AtEW Ofteigina Vital 4rgete tI*6 " leg to demos: Or**. to- eVxdpeite• the oaleppy Avow E.: .Buckpate. • - . Lessee shall eritabilith a Jfiscal.:* • r egabtliencing on .1-0;):Y. 4 _On 'ar..)040pre..*TOne each VIAnt.-,,Xoammate submit to the City Coll/Iola of Lessor Lessee's proposed budget for the ensuing fiscal year in .a form consistent with Exhibit D attached hereto and incorporated herein. This proposed budget shall clearly demonstrate Vesee's financial =madness and - ability IX) nutke lease payments. (ii.) Lessee shall be deemed to have demonstrated. its fiscal sounders and ability- to make lease payments, and tkessor's pity Council shall have no discretion to propoOe recommended changes or disapprove the proposed budget,. ift (1) Cash flow Available .for Lease Payments (defined below) as reflected On the proposed bIutstet equals or exeeds one hundred . fifty percent .(1$0%) the lease payment for that iteist4 and (I) Cash f1OW Available • for Lease Peyatents during the m.• recent caplete gi,:actga year Of the EfOtaL equaled, or aemsechnt one fifty (150X) the lease pairment • *Ode in that . (j44) •or myposes of 144s Paragraph 6g, the p1rase Hr4ski note shall: mean for any-pePied • tea revenues ne the liasPi deriifed from the ,,,,i4;‘4,,,,on o its hostzettal facilities for * iteMO itp;444K-Ilf -04011**40: jt ist thit 4-- ffeepftel s 4,1,.41.44,,,tod to tate& on the b- -j hoega filtilItti*s for 44040e!tiMn-F00* ii.latiMsit Few ii#4441.atolinio O this1141:0a" graph :5X the 014=&,010., j73asi..-V.C#: Lor Lease Pymen tiny :period haU MEM the tealtiz: 1 :of the Hospital for that period, pion.PayMents made to iieembr in ace with the Lease during that ,period. The ratio of 150 percent (150%) is predicated upon the formula used for bond indenture solvenCy by Connecticut General Life Insurance Company. (iv) The Edspittr's-Chief Executive Officer shall certify that the lease payments and Cash Flow Available for Lease rayments as set forth in the proposed budget are correct. if the two tests set forth above are hotiast Lessor's City Council shall be entitled to make reaaenAble inclOiries concern- ing the VOspital budget and the Hospital shall respond to •neh inguities and under the provisions of the lease shall be etalgAted to revise its budget to establish itt finanCial tom*. nee/. F. reverting Alter Upen defeeeanceef the issued pUre4ant to the J AkrtalevitY bwigfee4 -40 and. tbe iMdfiertity, the daily. Itoecpital ..set charge, eale&si and budgetitry reitio#ttog rewixenOuttit of teetliSee it* set fOtth j Wei* pitagraphe Se, D and E reWeetively ShaIl be nedified to thereafter only ria*daiwtbe annul fivanciai 04Agesnts hy an gek0t441.Md PUbLic .416.,•:44;0442t; and (#) tI ithe *gotta 4.1440 **, 4,04 seVice ox 64441*4 WPithen gitagog4=A6144‘.4 i.4 by int $.Ai.t 42,;Chl:1/404. Crerttlibtki -14014:14C 444.11.ie to Igetientr,: &B to the 16tiewi 444 " 14**-r a aCi Sa 4E.004 *** 1444 grgblftUillee- Ent *Ne.tk 1;74-0.44.461418: After- OW4N.tlummOq0/ m04m44. not b-ive#:04r64..to :reubmit Its -budget to 74etort City .Cktomoda rioV ra;41,4,41 pit, - *at litompptal imitbimt may be- -14- included as part of Exhibit "E." If the written determination concludes that the daily Hospital service charge or salaries are within the guidelines set forth in Paragraphs SC and 5D, then Lestior's City Council hball have no discretion to withhold approval of such charges or salaries. Said written determina- tion Shall include supporting data which provides the basis for the. certification. The form of the written determination shall:be substantially consistent with -Exhibit "E". 6. ObliOation0 of LeaSee. It is agreed that, With- Oat any linitatiohs Upon the provisions of other paragraphs hereof, eee maiwkatxx and operate upon the leased-prop- erty;a hospital for the treatMent of the sick and. injured dur 00111* tem Of t4it leate, and in particular shall:- A. Se responsible for the management of saidhoxvital And shall -beatany Lose or operating. deficits resulting from ottch Ma0agement.. • . B. Operate -04#4.490Pital,for the primary benefit of. the residenta: of Do wney In Ali reasonable respects., and. 0. 'preforeaiOe in adatitsion to such . r&d6 in ntnig.i onggo .provicted, h . . .. that. 040 - 43014.4,i44, *Oa not oper, ate to 1421:M in any FOtr.rcer ability to ift4M0 to the Hisse4f tal:Etn#4.ttlter.preehdeeere to-.NkshL orAM*boaravatients 11111644•004.1404.- to ter Gr. env alitreer 4:.4.01,41:g.jigp■ id. 1646. Wtith. the or the Id States of further, that this auhparagrAtet _shall not operate to limit in any way" . 1kessee!"s bi1ity to admit or . provide care to Medial 7. / or •Medicare patients in .order to Obtain any local, California or federal approval or to comply with any local, California or federal law or regulation. C. Operate midi hospital without regard to the race, creed or color of its patients; D. Provide facilities for an emergency service of reasonable scope for the residents of Downey and others present in the City; E. Provide without cost to the Lessor all furilish- ings, equipment, Supplies and serviCes not otherwise furnished by the. Lessor necessary to operate and maintain said hospital in strocordande with the standards of the Joint COMMLOSiOtt on Acomditetion of Hospitals. A. Legatee SLX have the 4SMIAtstve use of all butily tags and 4:400 are now or Whith.May hereafter be Seereit UPen the laaitect p*oporty. tor .hoi4.1* CAWS and other re paxpesesA Lessee May, at. .t.6 OWn.espense .and risk, ereOt 14 44pon the laseed... additional build., 44440k, and iguatt care* ao4. *her -relobest imadast bnt not UMW** to, a Piskaisdains fmefive bni.bipma 40160 4ig so wili. not pia� T.r io thithiskt.tusierany .talz( is as- lamg Lassee Isas_ -.144441, J. 141 • +450NAOL*A 1467111, c1i4 or 4 EStapt at: othetWite.Priacridad•.helattit, title ta. 40proVentelate and fixtures pchased er leased hi' Leaset. and "Fitnrsw- -Ost to • the :401°0 1 -.INS#447t*.. other health care facility located on the Property, subsequent to the date of the original certificate .of occupancy for the Hospital -Facility, shall at all times test in Lessee and Shall remain the sole property v Lessee and shall not become a. part of the Property until the .expiration or sooner termination of this Lease . B. Subject to the provisions of Paragraph 7C, • all bui ldi. ngs inWOVements and fixtures located upon. the Property shall. b000 the property of Leasor upon the expiration. or sooner termination of thin Lease and Shall. remain upon and be Surrendered isle With the Demised. Premises. ProVided that in the event the Lessee shal3 be held. liable to. Lessor for and ah account of the: iademni icati:on; provided: ParegrAzth. 4 hereo f, e shall: be entitled to an offset and c edit for the'reaSon- obi* ....... s.... . : valve. of .ash. additional ii :n -; end ffi n s, -. ,��i 'mat. nor �off�e or credit .Shall �re al IOW* r a ien et any individual- or collective. li. t •Zity of 0:tom:era. , .amts: .and/or. a loyees. G: -10.5.0800 40.4. retain title: •d #3. the. term of this - = to .all 144 4:0441244: f .. 4 or l .: b „Leaosee i : other . - a : fradd coeissiOr and a dded . c am. 1 an . the, ,; ,: ., by. ' e- .., : tD `tom=. U o the • ” of: :.8 ita1.. c- .lit .. xtveot. as: :prov . in. Fa *.7D e l bav . - >t#e q .: t mot t :d a to of this- . " to a '7,t . " .th er:,. 4!� rd:rirGi!i 4y.�►.•: .4 any and all of said personal property and equipment from the Property; provided, that all damage or injury done to the Demised Premises by Lessee as a result of such removal shall be repaired or paid for by ' Deasee; provided, further, that- any such personal property or equipment not removed by Lessee as provided herein, shall become the sole property of the Lessor. D. Leaser may., at its option, purchase the equipment, accessories. and stock on . I and at the expiration of the lease for its then . fair market value.. In the event. Lessor exercises its .option and the parties catniot agree upon a selling price, the quest on of price shall be determined_ by arbitrations Lessor suld Lessee shall each .appoint an arbiter Who, in turn, shall a thittl atbiter. Each of said afters shall be an tieer duLY Wa Lified and experienced to appraise the p 'operty Z-. . LAS. Thedecition of a majority of such arbiters .mil b4,10tdmitupan the parties. hto:. .E4 at i tr .off e: i use anal ;rz sly. Baal. main - fain the 14 ed .properties and all bUilAirgra and IAProVeMnta or h env hereafter be plastid thereon . in geod co Lion a . tOd Lem - mil Agit be obligated to tniiair or . main- tain . ..7 � =- } y Nmp a. . *al . ' !a . or +u mmvbelmW4fmr out vol the .o i und i.4 fo in Panarc . 3 to P . of nt,theittid 40*-1; Ilassist # ttlittlit 41 sad $.4,t, ii r: 0xi.me with .Lan :' use and occupancy Of pre lses . to . enter upon :. and inspect. the same.. 8. Liens. order of Court ..or :...fir A. Except as. otherwise -prOVided in this Paragraph 8, Lessee 'shall keep the leased property and all buildings and inprovenrents thereon free'`of all liens of . iechanics., material - men, and others and shall-, at its own excpense and risk,: pay for all labor, services, supplies., equipment.. and material of every kind for which it may became ob igat ed. in connection with .the Performance of its obligations hereunder. At least. five days b fOre co ring any work which, if not paid far, - cottld subjedt any Part of the leased property or any btu di ngs or improveatents. thereto to a mega a, - materialman.' s• or other lien, Lessee Shall notify Lessor in writing thereof .frith sufficient infanta Sion. to pernit the timely fiiing of a notice of nc i ity and.Lessor- al.l . eve: the rift at -all times to pest and icesp . p .sue !ti s as- it .ma .desire t i protect .Lesaor aid. the - leased p'ty egainat. -any .. lens. 8. 11 a lid is -filed- .amorist the: t .:. aced 1 wAtitin six (69) dais litter. . wee. receives . n of the giuntt theDee-f or the a ee t- .thetteof again:St. the Demisted. P., :. 01 041 the Vie. to be of . u :: in . tnitb to. prOment t :e - o }#y > � . �;. .t, bend, tthall the L cr ice' i . i sn Iwo long as : tb a t di ty t=h . shall be .contested in good Laith:and by . gar legal prtlieedings.. ii . this, C. Notwithstanding any provision of this Paragraph 8 to the contrary, Lessor agrees that Lessee may create or permit the creation of a lien, charge, mortgage or other encum- brance on the Themtised Prdmises, Lessee's interest in this Lease, or any part thereof, to the extent necessary to enable Lessee to borrow money or otherwise finance the purchase or lease of real and personal property at. the Most favorable rates and upon t most favorable terms matIebie; imnr4ded, further, that - Lesser expresSly a that when rettuested hy Lessee, Lessor shall cooperate with Less and take whatever Steps are neces- sary to enelge. a Ientler to obtatn a. security interest in the G'slty's. interest in this Lease,. the ther410t4 iiirdottallta 11*Vt: fiet Itstuted. toi TOmsetle riit, title and iti*e2:9*.t: tbis eaee, the Demised asergts03 or ow pert thereat,: in (saw to esehise -rifieesse hersw. *wet enitet into..ohher fisitacital arriattpaftists at the most f****4.0.44na raiiets 404 tlisolt he *eat f the Idmemee. • partel. mew. and -tI*14:4amt • - • to 'M to the • by: IteibEeo. g n eved. Premises, or any ruble. terms availabiaa, tieeeer agrees to cooperate with -015:149444:4. iallWO 3Og **A 1#1102P tO #1,144e4 #44 Asommeted upon the lASiaug. ,proporty, the futlati, or :arty: %mkattiotstry Itite*st thelmain ating out of or baSed.utionfthe • 10. Utilities. The Lessee shall pay for all elec- tricity, gas, water, telephone and other utility services. used in connection with the leased premises, including the cost of all necessary connectionStor all of said services. • 11. Insurance. 4. Except as otherwise provided in this Paragraph 11, Lessee shall with respect to the Demised Premises procure from insurance companies authorized to transact business in the State of California or other inkUremce companies providing such veverage, •insurance coverage that *s acceptable to both Lessor afld ueaaea andLLOSSee shall par in advance-the premium on. poW cies of iso4ranesinsuring ai. buildings and. mprevemeets now itiereafter icguttod the Demised PremiSes against loop from. fire, explosion and the hazardocoverest by the cutitOmary u es00004loa cOVerigOelamlopmmaantn'. SUgh inSnranbe Shall have such poXicyiimits 40 may fremtime to ttme be . 044.**Ared by the ettr Coudriti not exceeding the :replacement vs140;0f the insured fli.4.44 4040 Abell be n0440444 an 4,101t4A441 insured upon all suck •inst.. If any portion of #10: .1)**44,A4 Premises: is aciao Lessee and Lenexa all devote -the entire iof any such .00lleOta4.14 Leatee �V Lettectr to rapait, er rL a the 040*.ntaft be of the ao:litay be 440:4 upon by B. Lessor and Lees& tepee that., at Liernifee 5 '".r- any and all Prorialop* o tchie p..0 LI sp1.14; moditizati Or mtpplement*O. to the -04r*Oct :04441e tvitOsitO to - borgott mcey or .ant44i. 3.Atto:othepl at t2*- • most favorable rates and upon the most favorable terms available. • 12. Condemnation. A. Except as provided in this Paragraph In the event all or a:hi portian of the-DeMised Premiss or Any buildings improvemente4 additions, fixtures or personal property located on the Property, is taken under the exercise O: the Power of eminent domain, aky award, made or any compensation •paid by reaSon :of -or a a reaolt of aus4 taking Shall be paid to Lessor and .Lessee in proportion to their respective interests In the .14 StAl PPS-0100s incIudidag all buildings, bliproveritents, additions, fiat-urea or Personal property lOcated on the PrapertY; preVidod, holikeVer, that Lessee -Shall receive any award, for the 1 400 1 Mer oi any reel or. :personal jpoverty to which it has title, cw °tits 14wip-ulA iwthfimlieqMwe and OPtio0O4 AieterrOp#w tow* of :Nit ittiedinegett. Its , 4pwiw4 and loss of its genii. : 1144:1-. IA the event. smoh' tshis* *• itH of time -entire Demised *Ormftels sat aU 1 104400410, istOrs.444o,10405), agkik :411/4. * 446;4141 " a ' . th e :.Pr theft this lease 10: the tOOkailr.bitale4 mer/etOled- 111 :*the event slob tokftwg is may of e, -L10$*0p4444 alf t 00004100 *40.404 -4 *EOPLI additiost4 and 41006 1 - 010 1 " & 1 o 1*10* !telopimmiti ifiasa 0M11 AIL :that emeart aisert: tbm1 •-miiin--41 **044 *Ow ****- 1004fo .100* 1 0*- 6 0 1 0 '0 #0 '2, t40F400 south 601144.!, is-or smOh athdt- cat Aunot.tat that the :Mell*Patt P ranians are 4044*,r4J, unAssekkle for their tOteledeid: in wlitch Altisiethe Leese ahaU terminate W I t 4 0d i g " *lint t B. Lessor and Lessee agree that, at Lessee' t request, any and provisions of this Paragraph 12 shall be modified or supplemented to the extent necessary to enable Lessee to - borrow money or enter intb 'other financing arrangements. at. the most favorable rates and upon the most favorable terms available.. 13. New Corporate Structures.. Lessee 8ha11 have the righ among other things, to form new corporations and to transfer its aStetS and actiVities to said corporations se i�11 as such transfers do not violate. Lease or Lessee's charit- .. able parptkrea as set forth in it• articles of incombra:tion. 14. ,Assicinment,.Stiblet .and Encumbrances.; A. Ex•ePt as otherwise provided in Paragraph: 8. and this Paragraph LC . 4esses shall not assigti or sublet, voluntarm4 - or 137 00 3 A - MtatilYt the Demised Pranti„--aeS,. or any part:thereof, anal not pegsait any transfer of thiti /ease or its rights Under, in Whole or in part and shell not mortgage or in any Manner eflstinher *Sy of 1:t.e interest therein, Withritit firms Obtaix4mg in- writing the cOnSent thereto of Lessor's clity eouneil.. Any -natal satagnment, sehlet or 4,4404:e0C*.L Motrtgage or SeeW to '4** and the same, wietheut snob •., t first obtained. WrItialo shall be- v4id. tomarar 4041 WA . UMW= Ithatit .iha.t4.,....igone. Val& Mersinee :dig : necessary other ill order to Lessee to - 6140* 4.444;4rM 434i expancion programs as Lessee . considers neceseary. and - ttppropriate. 5 1 • • • ' • B. Notwithstanding any other provision of this Paragraph 14, Lessee shall have the right to assign or sublet the Demised Premises, or any part thereof, and to otherwise transfer Its rights undee ibis Lease with respect to such prop- erty, without the • consent of Lessor, if such assignment, sublet or transfer is to • (i) as affiliate. of the Lessee ( shall bean any person, partnership, corporation or other organization that cOntrola-, it controlled by or is under common control with the Lessee); (ii) any person, p4trliemehip, corporation or other • atomization if the assicamdmvt, sublet or transfer is mede on am aaaavoleagth basis and is not a lease of the Hospital facilitY; (iii) a msaber of the Lessee's .sedical staff; provided •that the Lease is not of the ihmmpitel Facility; or (4v) en employee ot the Lessee; provided, that the Lease is not of the Ilossilital SaCiLity. • Any assignment, sublet or other transfer made pursuant to this Zar-sAtraPh ealtai be made sghiect te the teXebe and canditions of this Lease. 15. Cdam*Lianse. Law, A. No building, ;04..,...bsMe- or 1.40..a444N1.- of any kilact Oval be 134iamm41 Wm, wt444.40.44:04. - mughatAtiel on 1WW.w. lomat pnle4omm6 ran: shaLll any :0100;uompawma or LL be conducted or -carried on therein, Or thereon, in violation of 4 at4lr: o#10binte 1air, atom Wraftw, eyelet et" =Le . of an gov- 4 "1 4 4 3 * Y A,6 1 044 4t igritilAiett04 1 4 .. • • • 6. Nothing in this Paragraph 15 shall require the Lessee to take any action so long as the time for such action • has .been extended by the appropriate governmental entity or to long as the necess.ity - the`tiof shall be contested by the Lessee in goad faith and by appropriate legal. proceedings. 16.. Nonprofit Status. Lessee warrants that it is now., and will remain during the entire term of thi-s lease, a nonpro-fit corporation, :in compliance With the Nonprofit Corpora- tion Laws of the State of California and the Enternal Revenue Code of the. United States of America. 17. Board tfaitherahists and Lesthiction Rights. A. Exoept lath the prior approval of the City Council, Leseee-2wiarrtuits that ±t8 --and will continue to have a 'board 41 6 10 NotPrza, whO may be deedsinated as "truttees" , of not less - fdirAison kwigea, a Ity of Whom legal]. be Legal residents • at Ube =by of So.. and the huaisitmoni work* or 1,21 of the. En V t • or the • oiticene the.reof. =Valet :neither* of the 13t• the mayor, City 001111r41 Atid :MT tataliStgedt 01 -404:000, Oeitlie as ax-04fici0 rliikt,t to vote. autdotiu of Leaser Citt4 Caanx01.1, the Ithipor.end the. .14iii.“4 in tliel --e**411Etiolio otfi the loEfohro 1#0014 •ckr V.t." OttkIlla** f# 2** - 44:sktsakti44.- Aififs4its4v. to Julas 1010164. 444. lost natolnir ono 1 ,1 - 14, - - 4 to tho livarevtUn '..ck:...icapoi..ct -to : f`=: the :pe.tik;.t.e. of the - wirizatities as provided in this "paragraPh. In Iiau of the City either laving a place of • • 1 • making an inspection each year there will be delivered to the City by the Lessee the following documents: (i) A copy of Hospital's tax returns for the previous Bested:: year (Federal and Stitte):' (ii) A copy of the Hospital' license issued by the State of California. (ii:i) A cOpy of a certificate of good standing as a .Corporation duly orgaz4xe4, eu.bsitrting and in good standing under tie. Non Prefit Cootewations Law of the State of C4ifOnia frOm the California Secretary of -State: UV) A. copy oft he acred*ttion cort.,ificoe issued by the Joint OommissLon. on Atcreditation of On Beard aftectors Troficle shoving the itteMber- *40 Of the Board and th ntt. there is cOatoligoAdo With the provi- eitmeta,of tkeist opmktivamwegh 1o0. the coMposition (it the (v4): of:. # - A4b.Ottt on EioaalltstaAort :of -00044144 rtlginala SINttegerittf .144A hY the LittOnaltaI` s tudepondent Certied;$0bLip. L .4,,istg the COmisined StateMent Ste:A;:ii44; WOW gillitnari ' "V" 7 NU) .44 V --tike, 1";,,,..41.44,. 4. OW .4neen 142Ato failAnot•i cteciti"sinag. tan tionimmo n the: rePaer bY. tit* X0111111 0044 A =44%4 1 by the 1.4,4 ' 004ite Exertiow- : tztv* :MOO* to -fiftpur #141X the UiLit iiins*rangg -cars*-554 by th# - 4101,PPesa 00 th* ojt 4**: agents and Ow1PiPeo -the LOPee. The StatetipAit .61841. that ouch Ilwalaa"4 • . • .esozepted. B. If following an examination of the above-designated documents, Lessor contends that Lessee is not in compliance with the warranties set forth in this paragraph 16 and 17, then • it may make a demand upon Irissee for an opportunity to inspect the books and records af Lessee to the extent necessary to determine whether the warranties are being performed. In the event of any controversy or claim arising out of or relating to the inspection rights set forth hereinabove, such controversy or claim hall be settle8 before a panel of arbitrators by arbitration in accordance • with the American Arbitration Associa- tions' rules. C. Notwithstanding the foregbing, as Ex-Officio eibors of the Board of I:drector s of Lessee, City Council am- bers and the city Manager shell receive from Lessee notices of regular meetings of the Ereqpital Board ofAllirectors. 8. auger of pamaihmes. At the eaPtration of the term of this leaSe or upeo the Boomer termination thereof,. Lessee Shall peaceably dUrrender said prernises including all iSOW101024104•As erLd fixtures located •on the proporty, - in a good an ad60-Cow*Llal state of repair, wear aid tear and Aftiommlit by fire, flood, eaepakesion, and the el,w..0:14;,vw • 19. itaid Omar- SW "'aunt tliak Pala** holds oVer loassoi MW1Mact 1.1 satar the ,-- of the tetra- Of 1418 14604, SleuU4: tae i.t express- cr Of Lesson sUth -4014114. t444.4 to be a te4*Twle-gtizim month to *oath 004. fl the OvaPOth“0-000O 'holds over. all 4 5 1 of the terms and conditions of this Lease shall apply to such. hold over period, including the provision for rent set forth at Paragraph 3 of this Lease. 20. Easements 8nsd: ,Mineral Rights. It is understood and agreed by the parties hereto that the premises .herein. leased are taken by said Lessee subject to any and all existing ease- ments or other encumbrances and that Lessor shall have the right to instal, lay, construct maintain, repair and operate auk sanitary sewers, drains., storm water sewers., pipe lines, mar a leS, connections, water, oil or gas pipe lines, and te1 phone, telegraph • and power lines, and such osier appliances iances and appurtenances me 4asary or . convenient nt. to use .i in commotion A herein- ,c y� t . , , .in ,. , ,�yy through, '�. os ' and along will . rein- *boas prettifies, o r any part ' re ,. "will = 1 e - • ,' ,: and to " enter - - Tilt :;�, i a; 0t w .1 an such - 0.Y: r•,` a ' the : rt+o bore and atadasteda . C emit a ar otfe wefl.a in said , and Piece ' '. on said, . pl s and an audhatachtherY ,,, r and to pieve .. 14. and amintain :a1 Mott : pub:::, taudiss or other .9 yrs'a or w : .. . . YN PL .a i4 iil p i G Pia.. Mr and . faith . ` _ or . £2 . iyi 0,.i 0 'end for ' :ow ' 4 - ell 106 iw")1"J awl 14 t, ;_. r- L ...ivaa+ ayiYe..,.. :s: `r' tansta and .lalki ir'.is; as :Will :. not i ...X4 .T.. with t s: '•'. Untie bstsynnider, And oleo.. tite : ' r > to grant .. wizit ff,�'!an 4 - a , :.. peinetts in, ' toter, . ; across any and all portions of said premises as Lessor may elect so to do; provided, however, that no right of Lessor provided for itt this paragraph shall be so exercised as to unduly inteere with Ieate' s operations hereunder; provided, further, that the proceeds of any water, oil, gas or other - minerals• removed front the .Demised Premises by Lessor shall be used by Lessor ftar the health care of the citizens of the City. 21. Default. A. Mead . Lessee tiefatt3 t as to any of the . cooenatits herein. end Le6ee: neither reMedies the default nor propeeda 1: da after hoed faith to . duo - so within -oee4d ei+ ty (. � �.. - re .cat of written notice thereof to - See;, (except any default if 'fie VONMent of .r ., shall be fremgdied : Within . fifteen declare .at . ttnematere of ;s lenze afiglir T11046066 'is 'taken t0i:i Ildenate agar randy atztion . ... d 4 statead as - tc *tedium Ifomireme ***et* leer* roeeetee . t xligtiftulted vett e " :g -. ' . -. . ': Aiffe'!e than Les 06r that e steal . of or j t. . 1Z.0 vOs ' : . trttati.,1 Minn er ate faegvee, **It - ndtttrXr reCm ed -Iwittetteteita 'te thi i dtay . • good faith within the ninety day period to regain possession, it shall constitute• a default by Lessee under the Lease and resUlt in the immedi-ate termination of the Lease. C. In the event any default by Lessee hereunder constitutes a default by Lessor under said lease between Lessor and .the Authority the provisions of such lease as to default shall. control. 22. Def-easauae . Lessor will .cooperate With Lessee in the e ance of the bond0 issued pursuant to the Joint Powers Authority Agreement bete. Lessor and the Authority. 23. Notvive. Any notices to be give under this lie or .. therf4se may be served by sedating the -same in a swami eiswetegie addressed to the paTty to receive .the same . t Ow heneknafter stated t -in the ettaaftem - sic- .reginliar 1404 i .. . Seekh uswt4se 1: . eilfective -the tom: -e€ the.. m :.o' the = . Sot itettamt, unless 0.1.20014.se prOAidaht***41 !rating hy. the . pertieS. herA*404 addemme of . mod: to , ,. +:► -. 1 t beletiLt hot. DOMPSY-4 . • alai iaddiesszaz e4 the 1, m,.:, .ice: Cleat PActorctists ..: , - iteftift 3. Votindati ;stn .-k 1 4 24. Prior Lease. That certain lease by and between the parties hereto and dated October 16, .1968 hereby is ternt inated. 25. 'Other Agreetients. So long as the Ground Lease and the August 3, 1967 Lease, between the City and the Atithority, remain in effect, no provision of this Lease shall apply to the extent that it is inconsistent with the terms of the Ground Lease or the August 3, 1967 Lease. 26. Waiver. The failure of either party to insist in any instance upon strict compliance with any provision con- taine4 in this Lease shall not be _construed as a waiver or re, of the right of such party to hereafter require veapiAkinace-uvivtli such provision or to requira such compliance • say othev provision of this _Lease. Z7. iyaiArMbijoe LAW This Lease shall be governed by ths. -Izawa -of th e 8e -of California. 20• knEyEmarga and AllaSins, All the terms, provi- sions, and. conditions of this Lease shall be binding nponand innee to the bemsfit of the prties and their respective succes- s:sa and 29. sg.,404.41.,.v.1414ty. If any term or provision of this Lease to any . candi, be deterfaimed by a court of au4ostylcdoia. jA4k44w4thatibla :tat .40 IMO 4 or e the .wu.m of this Taws- saes11 mit be attected 14.0.&., and each term and • prOriaixtn. of this Lease ,shall be valid and enforceable to the fUllest exteknt permitted by law. • • t 30. Entire-Agreement. This Lease contains the entire agreement between- the parties to this Lease and supersedes any and all prior agreements,_ arrangements, or understandings between the parties relating td tie` use and occupancy of the Demised Premises. This Lease can only be modified with the written assent of each party. 31. Consent of Lessor. Notwit,stffltad /,ng any other pro- Vision of this Lease, Lessor agrees that it shall not unreason- ably wild its consent or appvov*i with mot to any - matter for whi, h suldh c or approval is required d by thiS Lease. 32. WIAMimmostiest. Lessor and Lessee acknowledge that it is in the best interests of the citizens of the City ,.�,�,,::..:. ... 411 a riteinthursoateirt from -i- c , : kf El mad ant future -ge-if ft1 program. A eord- T , It to sake fns i ca«- to , Loomoto . y. to nesemis e rem B..i V -Sir ;981 (Date) bursement to Lessee; provided; that any such shall be made without cast to the Lessor. IN WITNESS WEEAEOF, the parties hereto have caused these presents to be dtii?exeouted with all the formalities required by law on the respective dates set forth opposite their signatures. CITY OF DQY amunicipai corporation 1 • • That portion of the Rancho Santa. Cortrudes in the City of Downey, County of Los Angeles, State. of California, described as follOws: Beginning at the intersection of the centerline of Brookshire Avenue 80 feet wide, formerly Church Street 40 feet wide as shown on Nap of Tract 9457 recorded in Book 171, Page 7 of Maps in the office of the County Recorder of said County, with the centerline of Manatee Street 60 feet wide, formerly South *Street as shown on Map. of Tract 14296 per Map recorded in Book. 304, Pages Zia-al of Maps in the office of the CoUnty ReCorder of said County; thence North 32,41'45 'East along said centerline og Brookshire loreni.w, 30.0i feet to the northwesterly prolongation of the northeasterly line �. Manatee Stree South 61 Bast thereon and along: said northeasterly 564 feet to a point or Cusp with - a curve .concave ' taketerly end tang- a radius of - 15 - feet and the - true : paint of belginning .for this debscriptioin; thence notiaorly along said curve 24.62 . feet to a.Point of tangency 14th:the somthe,asterly line of • Breolmithire Avenue 80 feet wide lying:40- feet on witch, side of • the inistieve thence Mirth 22 Eggist lays* said soutly 718.87 ft to the soia.04‘u,iii,ter-ly Lime otg: Und 44 in Peed to 5. 136 ,tirohbied Beek "Wee 404 .470 Deaths in- vadat etert5to - theope 010th 157 aast thereon 420.19 rzaeet to the napri.l. , 4;ly =maim 'IA" of the southeasterly . 243.4). feet of land so described in said Deed to Huston; thence North 31°42'45 East thereon 177.28 feet to the southerly, corner of Margaret Street as described in Deed recorded in Book D23:53; P,`age 721 in said Recorders Office; thence South 57 ° 15'20" East along the .prolongation. of the south - westerly line of said caret Street 213.44 feet to the north- westerly line of Patton Road 60 feet wide lying 30 feet *on each side of the northwesterly line of Trot "P" of the Rancho Santa 0ex-1:ruffled . per Nap recorded in Book 32, Pte. 18 of Miscellaneous cords in. d IteCOrtiers Office thence South 3 ° ` 42:'48" WeSt thereon 8452.28 feet to t beginning of a tangent en ve. concave northerly having :a. radius. of 15 feet; thence westerly e . 77 _ _.fit to ;a. ,.p point , of teeny with said to a t 1 y 14:11 , Crl'itkinatate Street; thence Werth 61°19'40 West thereon feet to fit of beginning. e auntie of Peasehrese far this description t se the .ActiAN.,u4dite of Brotdesbire : Awe an on '> ©' ty Su Ora t on file in the . office of the County Stnveyor of • • A Class "A" hospital building consisting of a 75,732 square foot nursing tower and basement with a 47,861 square foot ancil- lary wing, basement and mechanical building and a 5,000 .square foot detached storage building. H Et 1 li O Assistant Director of Nursing 505 S Nursing Supervisor 505 H Head Nurse 301-340 a Assistant Head Nurse 301-340 H Staff P.egistered Nurse 301-340 a Licensed Vocatibital Nurse 301-340 a Surgical Technician 330-338 H Nurse Aide 301-340 H Hale Nurse Technician 301-340 H Ward Clerk 301-340 H Transportation Orderly 300-355-365 ti Graduate 'Nurse 300 tt Pharmacist 345 It Pharmaey AS sistant 345 Central Stwly Stypervimor 300 Central Supply 350 rItkasonic IletimacAaan - NucCiwar Medic .11 Tri.halAtion P4q!u440*41badMMWmbma Rovolopto** M014#0tait *ilzfrapjot d044 A04, v 1400106 WrigOar .2Seleft . 0,1•4, ' Glie*kv 1 exer), st;li.F0Apppm • 3.55 355 355 355 384- Inservice Instructor 510 Audio- Visual Technician 510 H Housekeeping Supervisor 522 Housekeeping Aide 522 Janitor. 522 -500 $. Medical Trcriber Clerk,. Medical Records Licensed Steam Engineer 535 Cr Esi $35 11 -Maia; en e : 535 It Main •e - Helper. 535 S Adainiiirtrative -Sedretary: 540 g pepa t $ft etary 540 542 -etc. H C Ge. l *Mice 540 - 14. 4u4t r 'Cl: k 540 .S'. 0444nosz. - . Accoutesti . Rita Le . :It C , Pa :e q. .(V_ .C.:. ) It .5 OperatOrr wW sW+w • getel 516 -355 - 598 5 . 16 . • REVENUE ICU OcU S urgical Opthopedic s 0bozics Iur+ Da t-Vef y Room O tit R a1 Centet tdOommbory on . ?dl;e Ydi�., aiu s ilav Ris w: • le. AtAe FISCAL YEAR 1980-ig81 a b ACTUAL + GT AL ANNUALIZED 197849 1979-e0 c d BUDGE (b- c) 1980 -$1 VARIAN AcVIAL ()MATING EXPENSES 1978'79 Salaries & LPR Related Supplies & Expense Depreciation & Aisortization Professional &. Public Liab. Interest ExPease Contingency For Mid -Yr. Adj. b. ACTUAL ANNUALIZED 19 - 79 -80 • Ni'edallaaeous Total Operating EXpne Net 'floosie. Retained For Capital Expenditures c d BUDGE' (b -c) 1980 -81 VARIANCE Drocx PATIENT. CARE Medical Surgical acs aksiestrics ROOM Rat Center Sert A Function BUDGETED EXYENgES (DEPA t hL ) rtscAL. YEAR 1980 -1983 a b c d ACTUAL ANNUALIZED BST ( 1978 =7 1979 - 198481. wattmcz A * AL INDIA EXPENSES 1978 719 ftetarY Laundry 4 .Linen e ing Ma4..ntenance & Operations Groff, Gaffs & Security S ti cal Eedorde g Adminiotratiou Ion Cory MiinceLlanneus Ertaissee. . Thy: Zct : Total Departnental. avenue • BUDGETED EXPENSES (DEPARTMENTAL) FISCAL YEAR, 191M-1981 a b ACTUAL AALI ZBD 1479 -LSD - c d BUDGET (b -c 1980-81 VARIANCE R Beginning .Balance SOURCE .APPLICATION Receipts Operations Receipts - Other Tarn SOURCE Operations Salaries t ' taxies. Fixed ; E nee Reltt matt Debt Retirement 14114,fte-1 Expenditure :rrittrity. 041.1r) :ems r i ) aiding :3 4. e n OM DOWNEY Cc HITY SO$PITAL OPERAXING EMS CASH FLOW BUDGET City Councel of Downey Downey, California Gentlemen: Pursuant to the . Lease Agreement between the qty of Downey, as Lessor, and Dorsey Community Hospital, as Lessee, Vie have determined the following: I. Daily Service Charges Based upon Downey Community Hospital's daily hospital service charges, dated , and the certificate setting forth the Charges of the benchmark hospitals submitted t us by the Chief Executive Officer of Downey Community Hospital, we have determined the daily hospital service charges are equal to or less/more than the average of similar c1.0..A. of the benchmark hospitals. The calculation was determined as - follows: Downey Community EWmpital Benchmark Hospital: 1. Whittier Pres. 2. CaWsce S4nel 3. Geed Su. L.A. 4. Calif. Med. Ctr. S. Et. Eraucis Amerige of Benchmark 'Hospitals Holepi tals ANegege Pity Service lull/mem of Dommey Elepttal's DeLLy Service Private Semi- Ward ICU. CCU Private Ibthibit "En