Board of Directors Meeting

Thursday, May 28, 2020 1:00 p.m.

AGENDA

BOARD OF DIRECTORS MEETING May 28, 2020 AT 1:00 p.m.

Teleconference Dial In # 1 415 655 0002 Access Code 479 493 525

Time Action 1.00 p.m. 1. Call to Order – David Collins, Board Chair

The Board of Lee Memorial Health System, doing business as Lee Health, Gulf Coast Medical Center & Lee Memorial Hospital/HealthPark Medical Center and the Board of Directors of its subsidiary corporations, including but not limited to Cape Memorial Hospital, Inc. doing business as Cape Coral Hospital; Lee Memorial Home Health, Inc.; and HealthPark Care Center, Inc.

1.05 p.m. 2. Invocation & Pledge of Allegiance (Rev. Courtney Ducharme MDiv) 3. Public Input

1.10 p.m.

4. Consent Agenda a. Board Special Meeting Minutes of 5/21/2020 b. Medical Staff Credentialing

Approve

1.15 p.m. 5. President’s Report (Larry Antonucci, President/CEO) Discuss

1.30 p.m. 6. Physician Leadership Council Update (William Hearn, D.O., PLC Chairman) Discuss

1.45 p.m. RECESS to CALL TO ORDER Lee County Trauma Services District Board of Directors Meeting (David Collins, Board Chair)

RECONVENE LEE MEMORIAL HEALTH SYSTEM BOARD MEETING (David Collins, Board Chair)

2.15 p.m. 7. Board Stipend Resolution (David Collins, Board Chair) Approve

2.25 p.m. 8. Resolution authorizing amendments to the Loan and Lease Agreements

with Bank of America and Banc of America Public Capital Corp. (Patty Duquette, VP Financial Services)

Approve

2.40 p.m.

9. Committees’ Summaries and Recommendations a. Finance & Investment Committee Verbal Update

(from Committee Meeting 5/7/20) (Donna Clarke, Board Treasurer, Finance Committee Chair)

b. Audit Committee Verbal Update (from Committee Meeting 5/28/20) (Nancy McGovern, Audit Committee Chair)

3.10 p.m. Board Meeting Evaluation

AGENDA BOARD OF DIRECTORS MEETING 5/28/20

3.20 p.m. Adjourn

Date of the next Meeting: June 11, 2020

Board of Directors Special Electronic Meeting Teleconference Line: 1-415-655-0002

Access Code: 479 493 525

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

Invocation &

Pledge of Allegiance

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

PUBLIC INPUT AGENDA ITEMS:

Any public input pertaining to items on the Agenda is limited to three minutes and a “Request to Address the Board of Directors” card should be completed and submitted to the Board Staff prior to meeting. Refer to Board Policy: 10:15H: Public Addressing the Board Non-Agenda Item: Individuals wishing to address the Board on an item NOT on the Agenda, the Board office must be notified of subject matter at least three (3) days prior to the meeting to allow staff time to prepare and to insure the matter is within the jurisdiction of the Board.

BOARD OF DIRECTORS

CONSENT AGENDA

(APPROVE)

a. Board Special Meeting Minutes 5/21/20

b. Medical Staff Credentialing

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS SPECIAL MEETING MINUTES

Thursday, May 21, 2020

LOCATION: Teleconference Number 1-415-655-0002, Access Code 479 493 525 MEMBERS PRESENT: Stephen Brown, M.D., Board Member; Donna Clarke, Board Treasurer; David Collins, Board Chair; Therese Everly, Board Vice Chair; Chris Hansen, Board

Member; Stephanie Meyer, BSN, RN, Board Member; Diane Champion, Board Secretary; Jessica Carter Peer, Board Member Nancy McGovern, Board Member, Sanford Cohen, M.D., Board Member

MEMBERS ABSENT: NOTE: Documents referred to in these minutes are on file by reference to this meeting date in the Office of the Board of Directors and on the Board of Directors website at

www.leehealth.org/boardofdirectors, for public inspection.

SUBJECT DISCUSSION ACTION FOLLOW-UP

MEETING CALLED TO ORDER

FULL BOARD OF DIRECTORS SPECIAL MEETING was CALLED TO ORDER at 1:00 p.m.

by David Collins, Board Chair.

INVOCATION AND

PLEDGE OF ALLEGIANCE

Michael Warthen MDiv., BCC gave the Invocation, followed by the Pledge of Allegiance.

PUBLIC INPUT None at this time.

BOARD MEETING

MINUTES David Collins, Chair asked for a motion to approve the minutes of the Board Meeting dated 5/7/20. Discussion ensued regarding the formalization of the Board Stipend reduction by way of a resolution.

Jessica Carter Peer made a motion to approve the Board Meeting Minutes as written dated 5/7/20, subject to a formal resolution to be considered at the next Board meeting with regard to the Board Stipend reduction. The motion was seconded by Therese Everly and carried with Dr. Cohen abstaining from the vote.

Board Stipend Resolution to be presented on 5/28/20

PRESIDENT’S UPDATE

Larry Antonucci, M.D., President & CEO reported to the Board on the COVID Statistics, with 90 patients in the system being treated for Covid-19 and no deaths to report over the last 3 days. Testing rates continue to increase with about a 7.9% positive rate. The system overall is about at 2/3 of normal surgery rates. Lee Health is partnering with NCH to film Public Service Announcements stressing the safety measures in place allowing patients to confidently return to our local hospitals. Ben Spence shared that two CARES ACT stimulus payments of $34 and $40 million had been received. He also shared that Standard & Poor’s will not change our ratings at this time in spite of the recent COVID crisis financial losses. He also detailed the current state of our systems financial recovery plans. Vendors and contractors are being asked for cost sharing reductions in addition to staff and payroll reductions.

PLC REPORT UPDATE

Bill Hearn D.O., updated the Board that the medical staff are working with administration to assess current surgical rates. He estimated Lee Health are at about 65% year over year. Dr. Hearn did discuss the pent up demand that existed as a result of COVID has led to some loss of patients, either to relocation or other competing systems. The Med Staffs continue to meet to discuss how to recapture the remaining 35% of volume necessary to return to pre pandemic surgery levels. He also addressed the fact that PPE continues to be a primary limiting factor. Discussion ensued.

LEE HEALTH BOARD OF DIRECTORS MEETING MINUTES

Thursday May 21, 2020 Page 2 of 2

Lee Memorial Health System Board of Directors

Minutes were recorded by Kathy J. Hagen / Assistant to the Board

Diane Champion Date approved Board Secretary

OTHER ITEM Therese Everly questioned the recent number of mortalities at local skilled nursing

facilities and assisted living facilities. Dr. Antonucci shared her concern and said that the system is working in conjunction with the Agency for Health Care Administration to plan for potential increases in cases in those types of facilities. The plan development is ongoing.

To be updated by CEO during his President/CEO report 5/28/20

NEXT MEETING The next LEE HEALTH BOARD OF DIRECTORS SPECIAL MEETING

will be held on June 11 at 1:00 p.m. Teleconference Number

1-415-655-0002 Access Code 479 493 525

ADJOURNMENT The LEE HEALTH SYSTEM

BOARD OF DIRECTORS MEETINGS ADJOURNED at 2:16 p.m.

by David Collins Board Chair.

Lee Memorial Health System Board of Directors

Memorandum To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Date: May 20, 2020 Subject: Medical Staff Recommendations The Medical Executive Committees of the Medical Staff for Cape Coral Hospital, Golisano Children’s Hospital of Southwest Florida, Gulf Coast Medical Center, HealthPark Medical Center and Lee Memorial Hospital recommends the following physicians and advanced practice providers as set forth below and certifies they have met the requirements of the relevant facility Medical Staff Bylaws. ASSOCIATE STAFF APPOINTMENTS Sarah Campos-Monell, MD – Internal Medicine - CCH, GCMC, HPMC, LMH PRIVILEGES ONLY APPOINTMENTS Nina Bradley, DO – Tele-Neurology - CCH, GCHSWF, GCMC, HPMC, LMH Rebecca Jimenez-Sanders, MD – Tele-Neurology - CCH, GCHSWF, GCMC, HPMC, LMH Sui Li, MD – Tele-Neurology - CCH, GCHSWF, GCMC, HPMC, LMH Adam Mednick, MD – Tele-Neurology - CCH, GCHSWF, GCMC, HPMC, LMH INTRASYSTEM APPLICATIONS Karen Calkins, MD – Emergency Medicine (for Employee Health) – CCH and GCMC FIRST YEAR REVIEWS – see attached list PRIVILEGE REQUESTS Matthew Sanders, MD – TCAR – GCMC and HPMC STATUS CHANGE - HONORARY Salvatore Lacagnina, DO - Internal Medicine – CCH, GCMC, HPMC, LMH - Retired 4/24/20 Harris Bonnette, MD – Neurology – CCH, GCMC, HPMC, LMH - Retired 5/4/20 Bruce Mehlman, MD – Pulmonary Medicine – CCH, GCMC, HPMC, LMH – Retired 10/1/19 LEAVE OF ABSENCE Stephen Jones, DO – Ophthalmology – GCMC, HPMC, LMH – requesting personal LOA 3/25/20 – 3/25/21 Krista Howard, DPM – Podiatry – CCH, GCMC, HPMC, LMH – requesting personal LOA 4/20/20 – 07/01/20 Charles Boggs, MD – General Surgery – CCH, HPMC, LMH – military LOA 5/16/20 – 10/3/20 Eliot Hoffman, MD – Cardiology – GCMC, HPMC, LMH Reinstatement from approved LOA – 6/1/20 RESIGNATIONS Tameca Bakker, M.D. – Internal Medicine- CCH, GCMC, HPMC, LMH – effective 04/23/20 Kathryn Brennick, D.O. – Internal Medicine- CCH, GCMC, HPMC, LMH – effective 03/27/20 Benjamin Reed, M.D. – Neonatology- CCH, GCHSWFL, GCMC, HPMC, LMH – effective 12/18/19 ADVANCED PRACTICE PROVIDERS The following Advanced Practice Provider applications have been received. All verifications have been obtained with recommendations for approval, as noted: Courtney Chumbley, APRN – CCH, GCMC, HPMC, LMH - LMHS Heart & Vascular Institute Sherry Valverde, APRN – GCMC, HPMC, LMH - Gardner Orthopedics Sarah von Frantzius, APRN – CCH, GCMC, HPMC, LMH - LMHS Employee Health Nakiya Wright, APRN – CCH, GCMC - Florida Neurology Group

Memorandum to Board of Directors May 20, 2020 - Page 2

Lee Memorial Health System Board of Directors

ADVANCED PRACTICE PROVIDERS – INTRASYSTEM and ADDITIONAL SPONSOR (for COVID-19 coverage)

Joshua Fry, APRN – GCMC – LPG Pulmonary, Critical Care & Sleep Specialists, Dr. Javaad Khan Catherine Murtagh-Schaffer, PA – CCH, LMH – Dr. Douglas Brust Christopher Rieman, PA – GCMC – LPG Pulmonary, Critical Care & Sleep Specialists, Dr. Javaad Khan ADVANCED PRACTICE PROVIDERS – ADDITIONAL SPONSOR (for COVID-19 coverage) Crista Corbett, PA – HPMC, LMH – LMHS ER Physicians, Dr. Richard Macchiaroli Stuart Paasche, PA – GCMC – LPG Pulmonary, Critical Care & Sleep Specialists, Dr. Javaad Khan Delaney Semancik, PA – GCMC – LPG Pulmonary, Critical Care & Sleep Specialists, Dr. Javaad Khan ADVANCED PRACTICE PROVIDERS – PRIVILEGE REQUESTS Ahmed Abokoora, PA – CCH, GCMC, HPMC, LMH – Respond to emergencies (“Code Blue”) when no physician is available. Katheryn Knutson, PA - CCH, GCMC, HPMC, LMH – Respond to emergencies (“Code Blue”) when no physician is available Stuart Paasche, PA – GCMC – Thoracentesis, Paracentesis, Mid-level Intravenous Central Catheter, PICC lines, Lumbar Puncture, IO Insertion & Infusion; and Endotracheal intubation.

Christopher Reiman, PA – GCMC – Thoracentesis, Paracentesis, Mid-level Intravenous Central Catheter, PICC lines, Lumbar Puncture, IO Insertion & Infusion; and Endotracheal intubation. CCH = Cape Coral Hospital GCMC = Gulf Coast Medical Center GCHSWF = Golisano Children’s Hospital of Southwest Florida HPMC = HealthPark Medical Center LMH = Lee Memorial Hospital Approved by the Board of Directors – May 28, 2020 ____________________________________________ David F. Collins, Chairman – Board of Directors

Recommendation Summary - System Credentialing/Privileging Committee Reports

May FY 2020 May 2019/20

Associate Staff 1 73 8 69

Privilege Only 4 26 5 29

Intrasystem 1 170 1 29

Honorary 3 9 0 12

Privilege Change 1 32 7 57

1st Year Review 8 69 12 67

Temporary (locum) 0 25 3 21

Leave of Absence 3 9 5 16

Reinstatement from Leave 1 9 1 10

Resignations 3 72 4 55

Resignations (facility specific) 0 19 6 16

Advanced Practice Providers (APP) 4 78 11 74

APP (add privileges) 4 13 0 178

APP resignations 1 20 1 16

APP Resignations (facility specific) 0 17 0 12

Totals 34 641 64 661 Quarterly Reappointments 576 Quarterly Reappointments (APP) 265

Associate Staff - Initial appointment category - evaluated after 1st year to determine eligibility for advancement to Active Status Privilege Only - does not maintain medical staff membership (includes moonlighting residents, telemedicine physicians) Intrasystem - practitioners adding facilities within the system Honorary - status change for retired physicians Temporary (locum) - physicians providing coverage for groups based on staffing (limited to 90 days) Advanced Practice Providers (APP) - includes Anesthesia Assistant, Advanced Practice Registered Nurse, Certified Nurse Midwife, Certified Registered Nurse Anesthetist and Physician Assistant licensed practitioners

Trends: Numbers for the month and year to date are down slightly but the applications in process for the new graduates will be reflected in upcoming months as new physicians complete their Residency programs. There has been a reduction in locum (temporary) applications as we made use of physicians from within the system to cover shifts at other facilities in the system.

Memorandum to Board of Directors May 20, 2020 - Page 3

Lee Memorial Health System Board of Directors

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

PRESIDENT’S REPORT

Larry Antonucci, MD, President & CEO

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

PHYSICIAN LEADERSHIP

COUNCIL UPDATE

William Hearn, D.O., PLC Chairman

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

RECESS To Call to Order the:

Lee County Trauma Services District Board of Directors Meeting

David Collins, Board Chair

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

RECONVENE Lee Memorial Health System

FULL BOARD OF DIRECTORS MEETING Thursday May 28, 2020

David Collins, Board Chair

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

BOARD STIPEND RESOLUTION

David Collins, Board Chair

LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS RESOLUTION

REDUCING COMPENSATION PAID MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors (“Board”) of Lee Memorial Health System (“Lee Health”), at a Special Meeting held on May 7, 2020, hereby adopts the following resolution reducing the compensation to be paid the Board of Directors and eliminating the Board’s education and travel budget, all as specifically provided herein.

RECITALS WHEREAS, Lee Health is a public health care system governed by Chapter 2000-439 of the Laws of Florida (“Enabling Legislation”); and WHEREAS, Board Members are to receive compensation as specified in Section 8 of the Enabling Legislation; and WHEREAS, the compensation to be paid Members of the Board of Directors is to be approved by the Board; and WHEREAS, COVID-19 and the associated Public Health Emergency has had a significant impact on Lee Health and its financial health; and WHEREAS, the Board is aware of the financial adjustments and sacrifices that are required to address the financial challenges which confront Lee Health as a result of the pandemic; and WHEREAS, the Board is mindful that all of Lee Health must share in the financial adjustments and sacrifices associated with meeting financial challenges confronting Lee Health.

RESOLUTION NOW, THEREFORE, BE IT RESOLVED THAT:

The compensation being received by the Board of Directors of Lee Memorial Health System shall be reduced twenty percent (20%) effective the pay period commencing May 10, 2020 and continuing until May 10, 2021, subject to the discretion of the Board to make such adjustments as the Board deems appropriate.; and BE IT FURTHER RESOLVED THAT:

The unused portion of the education and travel budget for the Board of Directors of Lee Memorial Health System for the 2020 fiscal year is hereby eliminated. This Resolution shall take effect as of May 10, 2020.

Passed and adopted this ____ day of May, 2020.

LEE MEMORIAL HEALTH SYSTEM

BOARD OF DIRECTORS By: _________________________________ David Collins, Chairman (SEAL) ATTEST: By: ______________________________

Diane Champion, Board Secretary

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

RESOLUTION AUTHORIZING AMENDMENTS TO THE LOAN AND LEASE AGREEMENTS

WITH BANK OF AMERICA AND BANC OF AMERICA PUBLIC

CAPITAL CORP.

Patty Duquette, Vice President Financial Services

Lee Memorial Health System Board of Directors Updated 3/2/17

BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS RECOMMENDED FOR BOARD ACTION

(Action includes Acceptance, Approval, Adoption, etc)

Keep form to one page, EMAIL to: boardofdirectors@leehealth.org by Noon Eight (8) days PRIOR to presenting.

DATE: May 28, 2020 LEGAL SERVICE REVIEW? No SUBJECT: Resolution authorizing amendments to the existing loan and lease agreements with Bank of American and Banc of America Public Capital Corp. REQUESTOR & TITLE: Ben Spence, Chief Financial & Business Services Officer PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) N/A SPECIFIC PROPOSED MOTION:

Motion to request Board approval to adopt a resolution authorizing and approving the execution and delivery of amendments to the existing loan and lease agreements with Bank of America N.A. (“BANA”), and Banc of America Public Capital Corp (“BAPCC”); Authorizing the execution and delivery of documents and the taking of all other necessary actions in connection therewith; providing for severability; and providing an effective date

FINANCIAL IMPLICATIONS Budgeted Account ___ Non-Budgeted __x__ (Annual Project Budget and Total Project Budget) STAFFING & OPERATIONAL IMPLICATIONS (including FTEs, facility needs, etc.) none PURPOSE/REASON FOR RECOMMENDATION The purpose of this request is to bring the covenant more in line with the Master Trust Indenture.

SUMMARY (including alternatives considered, Pros and Cons) Management is seeking approval of the attached resolution. LH Management has requested and BANA and BAPCC agreed to modify the debt service coverage requirement contained in the 2015 Loan Agreement and the Master Lease Agreement from 1.75 to 1.25. This will bring the covenant more in line with the covenant defined in the Master Trust Indenture currently set at 1.10.

1

010-9063-8501/1 019366.00021

A RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AMENDMENTS TO THE EXISTING LOAN AND LEASE AGREEMENTS WITH BANK OF AMERICA, N.A. AND BANC OF AMERICA PUBLIC CAPITAL CORP; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND THE TAKING OF ALL OTHER NECESSARY ACTIONS IN CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Lee Memorial Health System (the “System”), acting by and through its Board of Directors (the “Board”), is a body corporate established pursuant to Chapter 2000-439 Laws of Florida, as amended (the “Act”); and

WHEREAS, the Board is authorized by the Act, among other things, to provide at one time or from time to time for the issuance of indebtedness of the System for the purpose of financing or refinancing the cost of acquisition and construction of extensions and additions to any hospital buildings and facilities of the System, together with equipment required in connection therewith; and

WHEREAS, the System has previously entered into (a) a Loan Agreement dated July 30, 2015 with Bank of America, N.A. (“BANA”) pursuant to which BANA agreed to lend to the System the original principal amount of $50,850,000 (the “2015 Loan Agreement”), and (b) together with Cape Memorial Hospital, Inc. (“Cape Memorial”), a Master Lease Agreement dated June 28, 2013 with Banc of America Public Capital Corp (“BAPCC”) pursuant to which the System and Cape Memorial executed three separate lease schedules with BAPCC, all of which remain outstanding (the “Master Lease Agreement”); and

WHEREAS, the System has requested and BANA and BAPCC have agreed to modify the debt service coverage requirement contained in the 2015 Loan Agreement and the Master Lease Agreement; and

WHEREAS, the Board desires to authorize and approve (i) the execution and delivery of amending documents for the 2015 Loan Agreement and the Master Lease Agreement in the forms presented at this meeting and (ii) such other action as may be necessary or incidental in connection with the foregoing.

NOW THEREFORE, THE LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS DOES HEREBY RESOLVE, AS FOLLOWS:

Section 1. Capitalized words and terms used in this Resolution and not defined herein shall have the same meanings in this Resolution as such words and terms are given in the 2015 Loan Agreement or the Master Lease Agreement, as applicable.

Section 2. Pursuant to the authority granted to it by the Act, the Board hereby authorizes the amendments to the 2015 Loan Agreement and the Master Lease Agreement as provided in the First Amendment to Loan Agreement and First Amendment to Master Lease Agreement (collectively, the “Amending Documents”) presented at this meeting. The form and provisions

2

010-9063-8501/1 019366.00021

of the Amending Documents are hereby approved in all respects, and the Chairman or Vice Chairman, the Treasurer or the Secretary of the Board or the President or the Chief Financial Officer of the System (each hereby designated a “Designated Officer” hereunder) are hereby each authorized and directed to execute and deliver such Amending Documents in substantially the form presented at this meeting, together with such changes, modifications and deletions as the officer signing such documents, with the advice of counsel, may deem necessary and appropriate; and such execution and delivery shall be conclusive evidence of the approval and authorization thereof by the Board.

Section 3. The Treasurer of the Board is hereby authorized to attest to the execution of any and all documents necessary for the issuance and delivery of the Bonds in the event the Secretary is otherwise unavailable for such purpose.

Section 4. Each Designated Officer is hereby authorized and directed (without limitation except as may be expressly set forth herein) to take such action and to execute and deliver any such documents, certificates, undertakings, agreements or other instruments as such officer, with the advice of counsel, may deem necessary or appropriate to effect the transaction contemplated by this Resolution.

Section 5. This Resolution shall take effect immediately upon its passage.

Passed and adopted this ____ day of May, 2020.

LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS By:

Board Chairman

(SEAL) ATTEST: By: Board Secretary

010-9063-8661/1 019366.00021

FIRST AMENDMENT TO

LOAN AGREEMENT

This First Amendment To Loan Agreement (this "Amendment"), dated May __, 2020,

and is by and between Lee Memorial Health System, a special purpose unit of local government created under the laws of the State of Florida, the "Borrower"), and Bank of America, N.A., a national banking association (the "Lender"), and relates to the Loan Agreement, dated July 30, 2015, between the Borrower and the Lender (the “Original Agreement”). Terms used herein and not otherwise defined herein have the same meanings as in the Original Agreement.

1. Section 5.01(o)(2) is hereby amended to read as follows:

(2) Coverage Ratio. Maintain a Coverage Ratio of not less than 1.25 to 1.00 as of the end of each quarterly accounting period in the fiscal year of the Borrower for the twelve months then ending.

2. This Amendment may be executed in counterparts and is governed by Florida law.

3. Except as amended hereby, the Original Agreement remains in effect. The amendment made herein shall take effect immediately upon execution by both parties and, for avoidance of doubt, shall apply with respect to the quarterly accounting period ending June 30, 2020,

LEE MEMORIAL HEALTH SYSTEM By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title:

010-9063-8696/1 019366.00015

FIRST AMENDMENT TO

MASTER LEASE AGREEMENT

This First Amendment To Master Lease Agreement (this “Amendment”), dated May __, 2020, and is by and between Lee Memorial Health System, a special purpose unit of local government created under the laws of the State of Florida, Cape Memorial Hospital, Inc., (collectively, the “Lessee”), and Banc of America Public Capital Corp (the “Lessor”), and relates to the Master Lease Agreement, dated June 28, 2013, between the Lessee and Lessor (the “Original Master Lease Agreement”), together with the outstanding Lease Schedule No. 1 dated June 28, 2013, Lease Schedule No. 2A and 2B dated September 3, 2015, and Lease Schedule No. 3 dated June 3, 2016 (collectively, the “Lease Schedules” and, together with the Original Master Lease Agreement, the “Leases”) Terms used herein and not otherwise defined herein have the same meanings as in the Original Master Lease Agreement.

1. Exhibit D to the Original Master Lease Agreement including a paragraph titled “Coverage Ratio.” That paragraph is hereby amended to read as follows:

Coverage Ratio. Maintain a Coverage Ratio of not less than 1.25 to 1.00 as of the end of each quarterly accounting period in the fiscal year of the Borrower for the twelve months then ending.

2. This Amendment may be executed in counterparts and is governed by Florida law.

3. Except as amended hereby, the Leases remain in effect. The amendment made herein shall take effect immediately upon execution by both parties and, for avoidance of doubt, shall apply with respect to the quarterly accounting period ending June 30, 2020,

LEE MEMORIAL HEALTH SYSTEM By: Name: Title: CAPE MEMORIAL HOSPITAL, INC. By: Name: Title: BANC OF AMERICA PUBLIC CAPITAL CORP By: Name: Title:

COMMITTEES’ SUMMARIES & RECOMMENDATIONS

a. Finance & Investment Committee

Verbal Update

Donna Clarke Board Treasurer, Committee Chair

Lee Memorial Health System Board of Directors Updated 3/2/17

BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS

RECOMMENDED FOR BOARD ACTION (Action includes Acceptance, Approval, Adoption, etc)

Keep form to one page, EMAIL to: boardofdirectors@leehealth.org by Noon

Eight (8) days PRIOR to presenting.

DATE: April 28, 2020 LEGAL SERVICE REVIEW? YES X NO__ SUBJECT: FY 2021 Lee Health Total Rewards Recommendations REQUESTOR & TITLE: Mike Wukitsch, Chief Human Resource Officer and Alison Thurau, System Director HR, Total Rewards PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) Annually the LH Board of Directors reviews the fiscal year LH Compensation and Benefits budget approved by senior leadership and presented by Human Resources. Upon review, action is taken to approve a recommended program pending full Board approval of the final budget in September. SPECIFIC PROPOSED MOTION: Approval of the recommendation from the Finance & Investment Committee for the FY 2021 LH Compensation Program Recommendations pending the Board of Directors’ final approval of the FY 2021 LH Budget. Approval of the recommendation from the Finance & Investment Committee for the FY 2021 LH Benefits Program Recommendations pending the Board of Directors’ final approval of the Fiscal Year 2021 LH Budget. FINANCIAL IMPLICATIONS Budgeted Account X Non-Budgeted ____ (Annual Project Budget and Total Project Budget) STAFFING & OPERATIONAL IMPLICATIONS (including FTEs, facility needs, etc.) PURPOSE/REASON FOR RECOMMENDATION To attract and retain LH staff, approval will help LH remain market competitive for both compensation and benefits. SUMMARY (including alternatives considered, Pros and Cons) Compensation Budget- $2.59 m Benefits decreased costs - $5.9 m

Lee Memorial Health System Board of Directors Updated 3/2/17

BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS RECOMMENDED FOR BOARD ACTION

(Action includes Acceptance, Approval, Adoption, etc)

Keep form to one page, EMAIL to: boardofdirectors@leehealth.org by Noon Eight (8) days PRIOR to presenting.

DATE: May 7, 2020 LEGAL SERVICE REVIEW? YES__ NO_x_ SUBJECT: FY 2021 Financial Projections and Ratio Targets REQUESTOR & TITLE: Ben Spence, Chief Financial and Business Services Officer

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) None SPECIFIC PROPOSED MOTION: Motion to approve a gain from operations target and budget assumptions to correspond with a 3.0% operating margin and establish the financial goals for the FY 2021 budget.

FINANCIAL IMPLICATIONS Budgeted Account ____ Non-Budgeted ____ (Annual Project Budget and Total Project Budget)

STAFFING & OPERATIONAL IMPLICATIONS (including FTEs, facility needs, etc.) PURPOSE/REASON FOR RECOMMENDATION To allow Lee Health to continue FY 2021 budget process in a timely manner.

SUMMARY (including alternatives considered, Pros and Cons) Three year financial projections are used to assist with establishing the target operating margin for the 2021 Budget. Based on the assumptions provided in the presentation, the target operating margin for the FY 2021 Budget will be 3%. The three-year financial projection continues to support the System’s ability to meet the financial ratio goals.

COMMITTEES’ SUMMARIES & RECOMMENDATIONS

b. Audit Committee Verbal Update

Nancy McGovern Board Member, Committee Chair

Lee Memorial Health System Board of Directors Updated 3/2/17

BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS RECOMMENDED FOR BOARD ACTION

(Action includes Acceptance, Approval, Adoption, etc)

Keep form to one page, EMAIL to: boardofdirectors@leehealth.org by Noon Eight (8) days PRIOR to presenting.

DATE: May 28, 2020 LEGAL SERVICE REVIEW? YES X_ NO__ SUBJECT: Approval of Price Waterhouse Coopers (PWC) as auditors for FY 2020 Financial Audit REQUESTOR & TITLE: Jeffrey R Pigott, VP Compliance and Internal Audit

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) Board Policy 20.11E requires a recommendation from Finance management to the full Board for annual approval of an auditing firm. The Lee Health Audit Committee Charter requires that the Committee recommend to the full board the selection, retention or termination of the audit firm annually. SPECIFIC PROPOSED MOTION: Motion to approve that PWC conduct the FY 2020 financial audit for Lee Memorial Health System, Lee County Trauma Service District and Lee Memorial Health System Foundation, Inc. in the manner as outlined in the engagement letter.

FINANCIAL IMPLICATIONS Budgeted Account ____ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) N/A STAFFING & OPERATIONAL IMPLICATIONS (including FTEs, facility needs, etc.) N/A PURPOSE/REASON FOR RECOMMENDATION

SUMMARY (including alternatives considered, Pros and Cons)

BOARD MEETING EVALUATION

ADJOURNMENT

DATE OF THE NEXT

BOARD OF DIRECTORS MEETING

JUNE 11, 2020 1:00 P.M.

Teleconference Number 1-415-655-0002

Access Code 479 493 525