RECITALS. WHEREAS, City selected Ameris Acquisitions, LLC ( Ameris ), as the provider to construct and operate the hospital as contemplated; and

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1 AGREEMENT BETWEEN THE COUNTY OF VALENCIA AND THE CITY OF BELEN FOR CONSTRUCTION AND OPERATION OF HEALTH CARE FACILITIES IN THE COUNTY AND FOR DISTRIBUTION OF MILL LEVY FUNDS PURSUANT TO THE NEW MEXICO HOSPITAL FUNDING ACT FOR OPERATION AND MAINTENANCE OF THE HEALTH CARE FACILITIES THIS AGREEMENT ( Agreement ) is made by and between Valencia County, a political subdivision of the State of New Mexico ( County ) and the City of Belen, an incorporated New Mexico municipality ( City ), each a Party and collectively the Parties. RECITALS WHEREAS, it has been determined that there is a need to provide appropriate and adequate hospital facilities for the sick of Valencia County, New Mexico; and WHEREAS, the Board of County Commissioners of Valencia County ( County Commission ) has been working to accomplish the establishment of a general hospital in Valencia County; and WHEREAS, the citizens of Valencia County have demonstrated their support for a hospital in Valencia County, including at the November 7, 2006 General Election by the approval of the overwhelming majority of the voting qualified electors of Valencia County of a 2.75 mill levy on the net taxable value of property subject to taxation within the county ( Mill Levy ) to support the operation and maintenance of a hospital in Valencia County; and WHEREAS, on July 17, 2013, County and City entered into an agreement under which City would issue a request for proposals for construction and operation of a hospital on city-owned property in the City of Belen and County would enter into a Health Care Facilities Contract with the selected operator for transfer of the Mill Levy funds, then totaling approximately Fifteen Million Dollars ($15,000,000.00), pursuant to the requirements of the New Mexico Hospital Funding Act, NMSA 1978, 4-48B-1 et seq. ( Act ); and WHEREAS, City selected Ameris Acquisitions, LLC ( Ameris ), as the provider to construct and operate the hospital as contemplated; and WHEREAS, County has intended in good faith to enter into a Health Care Facilities Contract with Ameris as specified in the agreement with City; and WHEREAS, on August 16, 2013, the Village of Los Lunas filed an original action in the 13 th Judicial District Court of Valencia County, New Mexico, against both County and City seeking declaratory and injunctive relief for the purpose of declaring the agreement invalid and prohibiting County from entering into the specified Health Care Facilities Contract; and 1

2 WHEREAS, County and City obtained a dismissal of the litigation in the district court and the New Mexico Court of Appeals reversed the dismissal, remanding the matter to the district court for further proceedings; and WHEREAS, the litigation remains pending in the district court, having resulted in a delay of over three years in construction of the hospital and the expenditure by both County and City of substantial sums in the defense of the litigation, and continues to block and prevent the construction of the contemplated hospital; and WHEREAS, County, City and Ameris all remain committed to the establishment of a hospital in Valencia County and desire to move forward with construction and operation of a hospital as originally contemplated; and WHEREAS, the balance of the Mill Levy fund currently stands at approximately Twenty-Five Million Dollars ($25,000,000.00); and WHEREAS, Ameris has proposed to construct and operate, at its own expense, a satellite health care facility in the northern portion of the county, in addition to the hospital in Belen, in order to provide comprehensive health care facilities to residents in the communities of Los Lunas, Bosque Farms, Peralta, Isleta and the unincorporated areas in the northern portion of the county; and WHEREAS, the expressed purposes of the Act are: A. To encourage and enable counties and other political subdivisions to provide appropriate and adequate hospital facilities for the sick of the counties; B. To provide flexibility in financing construction, operation and maintenance of necessary hospital facilities; and C. To minimize the cost of constructing new hospital facilities and maintaining adequate hospital facilities in all geographic areas of the state; and WHEREAS, the County Commission finds that the proposal by Ameris too construct and operate two health care facilities in the county is consistent with the purposes of the Act and will serve the best interests of all residents of the county; and WHEREAS, County and City wish to enter into this Agreement for the purpose of facilitating the construction and operation of the health care facilities as described herein. NOW THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 2

3 AGREEMENT 1. Recitals. The Recitals set forth hereinabove are incorporated herein by reference and shall be considered part of this Agreement as if fully restated herein. 2. Purpose. The purpose of this Agreement is to set forth the understanding pursuant to which City will make real property available to Ameris for construction of a hospital and County will transfer its mill levy funds to Ameris for the purpose of operating and maintaining the hospital and the northern satellite health care facility. 3. Requirements of Act. The Act authorizes County to transfer the Mill Levy funds to a contracting hospital which will, pursuant to Section 4-48B-3(G) of the Act, make available the following for the sick of the county: (1) Hospital facilities that admit and treat patients without regard to race, sex, religion or national origin; (2) Hospital facilities that include x-ray, laboratory services and a pharmacy or drug room; (3) Adequate emergency equipment, personnel and procedures, including: (a) A standby emergency power system; (b) At least one person capable and authorized to initiate immediate lifesaving measures; (c) Facilities for emergency laboratory work, including, as a minimum, urinalysis, complete blood count, blood type and cross match; and (d) Diagnostic radiographic facilities; (4) Facilities, pro0cedures and policies for prevention, control and reporting of communicable diseases, including one or more rooms for isolation of patients having or suspected of having communicable diseases; (5) Adequate records, including, as a minimum, a daily census and a register of all births, deliveries, deaths, admissions, emergency room admissions, discharges, operations, outpatients, inpatients and narcotics; and 3

4 (6) Physical facilities, personnel, equipment and procedures that comply with the regulations promulgated by the public health division of the department of health. 4. The Belen Site. The Belen Site consists of acres located near Interstate 25 ( I-25 ) in the City of Belen Healthcare Hub just north of Camino del Llano and east of Christopher Road and more particularly described as follows: Four tracts of land situated within Section 13, Township 5 North, Range 1 East of the New Mexico Principal Meridian in Valencia County, New Mexico, being portion of tracts 262A, 263A, 264A and 265A, consisting of acres more or less. 5. City s Contribution. Within ninety (90) days of the effective date of this Agreement, City will enter into and revise as necessary an agreement with Ameris for the purchase of the Belen Site at a mutually agreeable price pursuant to the provisions of City s Economic Development Plan Ordinance, Belen Municipal Code, Sections et seq. 6. County s Contribution. Within ninety (90) days of the effective date of this Agreement, County will enter into a Health Care Facilities Contract with Ameris under which Ameris will construct and operate an acute-care hospital/24-hour emergency health care facility on the Belen Site, and will further construct and operate a northern satellite health care facility in or near the Town of Peralta or the Village of Bosque Farms that provides health care services to the residents of the northern portion of the county. The Health Care Facilities Contract shall contain the following minimum requirements: A. The facilities constructed by Ameris shall, individually or jointly, meet all requirements of the Act for distribution of the Mill Levy funds; B. Ameris shall obtain financing and commence construction of both facilities within twenty-four (24) months of execution of the Health Care Facilities Contract; C. Ameris shall obtain Certificates of Operation or such other licenses as may be required from the State of New Mexico for each facility within thirty-six (36) months of execution of the Health Care Facilities Contract; and D. County and Ameris shall establish a schedule for distribution of the Mill Levy funds to Ameris for operation and maintenance of the health care facilities within such time period as is contemplated by the Mill Levy election. No Mill Levy funds shall be distributed until the necessary Certificate of Operation or other required license has been obtained. 4

5 7. Term. The term of this Agreement shall commence on the Effective Date and shall continue until such time as County and Ameris enter into a Health Care Facilities Contract and City and Ameris enter into a real estate purchase agreement for sale and purchase of the Belen Site to Ameris, and shall continue thereafter for so long as necessary to accomplish the purposes of this Agreement, but shall terminate in any event not later than the date upon which Ameris receives a Certificate of Operation or other license from the State of New Mexico for operation of the hospital on the Belen Site. 8. Default and Cure. Upon failure of either party to perform its obligations hereunder, the other party may provide forty-five (45) days notice to the defaulting party and, upon failure to cure or commence cure of the default within said forty-five (45) days, the nondefaulting party may pursue enforcement in a court of competent jurisdiction. 9. Existing Agreement. This Agreement supersedes and replaces in its entirety the agreement previously entered into by County and City on July 17, 2013, as described in the Recitals above. 10. Miscellaneous Provisions. a. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given 9i) when delivered personally or by prepaid overnight courier, with a record of receipt, (ii) the third day after mailing if mailed by certified mail, return receipt requested, (iii) the day of transmission, if sent by facsimile or telecopy during regular business hours or the day after transmission, if sent after regular business hours, provided that, in either event, the completed transmission is electronically verified, or (iv) the day of transmission, if sent electronically, if there is proof of receipt on the day of transmission or the first day thereafter on which receipt can be verified, to the Parties, with copies to their respective attorneys, at the following addresses, telecopy numbers, or addresses (or to such other address, telecopy number, or address as a Party may have specified by notice given to the other Party pursuant to this provision): To Valencia County: To Belen: Office of the County Manager P.O. Box Luna Avenue Los Lunas, NM Fax: (505) Office of the City Manager 100 South Main St. Belen, NM Fax: (505)

6 b. Assurances. Consistent with the terms and conditions hereof, each Party will execute and deliver such certificates and other documents and take such other action as any other Party may reasonably require in order to carry out the Agreement and the transactions contemplated hereby. c. Severability. If any provision of this Agreement becomes or is found to be illegal or unenforceable for any reason, such provision may be modified to the extent necessary to make this Agreement legal and enforceable. If such provision cannot be so modified, it shall be severed from the Agreement and the remainder of the Agreement shall remain in full force and effect. d. Amendment. This Agreement shall not be altered, changed, or amended except by an instrument in writing executed by all Parties. e. Assignment. This Agreement or any of the rights, duties, or obligations of the Parties hereunder, shall not be assigned by either Party without the express written consent and approval of the other Party. f. Successors and Assigns. This Agreement binds and inures to the benefit of the parties and, subject to the restrictions on transfer herein set forth, their respective successors, assigns and personal representatives. g. Complete Agreement. This Agreement and the exhibits attached hereto (if any) contain the entire understanding of the Parries with respect to the transactions contemplated hereby and supersede all prior arrangements or understandings with respect thereto. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. h. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 6

7 i. Headings. Section or other headings contained in this Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Agreement. j. Governing Law. This Agreement is governed y and is to be construed in accordance with the law of the State of New Mexico. k. No Third-Party Beneficiary. This Agreement does not create any rights as a thirdparty beneficiary in any person or entity, nor does it authorize any person or entity not a party to this Agreement to maintain a suit for any claim(s) whatsoever. l. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile and/or electronic counterparts, each of which shall be a fully binding and enforceable contract and agreement against the party signing such counterpart, but all such counterparts shall together constitute but one agreement. m. Effective Date. This Agreement shall be effective upon execution by both parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as shown by their respective signatures. APPROVED, ADOPTED AND PASSED by the Board of County Commissioners of Valencia County on the day of November, Charles D. Eaton Helen Y. Cole Alicia Aguilar, District II David Hyder, District III Johnathan Aragon, District V Attest: Peggy Carabajal, County Clerk 7

8 APPROVED, ADOPTED AND PASSED by the Governing Body of the City of Belen on the 25th day of October, Jerah Cordova, Mayor Attest: Charlotte Jaramillo, Deputy City Clerk 8