HomeMy WebLinkAbout2011-131s:Ucgallour documentslordinances1111drmc lease for clinic spacc.doc
ORDINANCE NO. 2011-131
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A LEASE
AGREEMENT BETWEEN THE CITY OF DENTON AND COLUMBIA MEDICAL CENTER
OF DENTON SUBSIDIARY, L.P. D/B/A DENTON REGIONAL MEDICAL CENTER FOR
THE CITY OF DENTON' S HEALTH CENTER IN THE DENTON REGIONAL MEDICAL
CENTER PROFESSIONAL BUILDING; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute a lease
agreement between the City and the Columbia Medical Center of Denton Subsidiary, L.P. d/b/a
Denton Regional Medical Center for the City of Denton's Health Center in the Denton Regional
Medical Center Professional Building in substantially the form of the lease agreement attached
hereto and made a part of this ordinance for all purposes (the "Lease Agreement").
SECTION 2. The City Manager, or his designee, is authorized to make the expenditures
as set forth in the Lease Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the f�day of , 2011.
MARK A. BAROUGH1, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY -
AP OVE AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Standard First Amendment
5/01/200B
FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE
THIS FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE (this "Amendment")
is made as o % 20 /% (the "Date of this Amendment"), by and between Columbia Medical
Center of Denton Subsidiary, L.P. d/b/a Denton Regional Medical Center ("Landlord") and Ci of
Denton ("Tenant"), under the following circumstances:
Landlord and Tenant are about to enter into that certain Medical Office Building Lease, dated as
of 0, 20/L (the "Lease"), whereby Landlord will lease to Tenant premises consisting of
approximately 2,832 rentable square feet and known as Suite No. 317 (the "Premises") on the thirdOrd)
floor of the building located at 3537 S. 1-35E Denton. Texas 76210: and
In order to induce Tenant to execute the Lease, Landlord and Tenant are executing this
Amendment in order to modify certain terms of the Lease.
NOW THEREFORE, in consideration of the premises and the agreements and covenants
contained herein, Landlord and Tenant agree that the Lease is amended and modified as follows:
A. Amendments
Section 2.1. The Lease is amended by replacing Section 2.1 with the following:
2.1 Base Rent and Gift -in -Kind. (a) During the Term, Tenant shall pay to Landlord
$ l .00 per annum as "Annual Base Rent", such sum is hereafter referred to as "Base Rent",
together with "Additional Rent" (as hereinafter defined in Section 3). Base Rent shall be payable
annually in advance without notice, demand, setoff or deduction and all such installments shall
be paid to Landlord or its "Property Manager" (as hereinafter designated) in U.S. Dollars, at the
following address: HCA, Inc„ P,O. Box 403374 Atlanta, GA 30384-3374, or at such other
address as Landlord may designate. Landlord's "Property Manager" is Lincoln Harris CSG.
The first annual payment of Base Rent shall be due on the Commencement Date and, thereafter,
on each anniversary of the Commencement Date. No portion of the Base Rent shall be refunded
to Tenant in the event of an early termination of this Lease.
(b) Landlord and Tenant acknowledge and agree that the annual fair market rent for
the lease of the Premises is $21_75 multiplied by the rentable square footage of the Premises,
subject to such annual increases or adjustments as would be required under Schedule B below if
such annual market rent were the Annual Base Rent payable under this Lease (such annual fair
market rent as increased/adjusted from time to time pursuant to such Schedule is hereinafter
referred to as the "Annual Fair Market Rent". Landlord and Tenant acknowledge and agree
that subject to the terms and conditions set forth in this Lease, Landlord is donating to Tenant as
a gift -in -kind the difference between the Annual Fair Market Rent for the Premises and the
annual Base Rent payable by Tenant under this Lease for the use of the Premises for the term of
this Lease.
2. Except as otherwise needed for purposes of determining Annual Fair Market Rent pursuant to
Section 2.1(b) above, Schedules A and B to the Lease are deleted in their entirety,
3. Section 7.1. The first sentence of Section 7.1 of the Lease is amended by replacing the phrase
"Subject to Section 21.5 hereof" with the phrase "Subject to Section 21.5 hereof and the
Constitution and Laws of the State of Texas".
4. Section 16.1(b). Section 16.1(b) of the Lease is amended by adding to the end thereof the
following:
As used in this Section 16.1(b), the term "Base Rent" shall mean the Annual Fair Market Rent.
B. Miscellaneous.
I. Except as amended by this Amendment, the Lease is not otherwise amended, and the Lease is
hereby ratified and confirmed and remains in full force and effect, as amended hereby. In the
event of a conflict between the terms of this Amendment and the terms of the Lease, the terms of
this Amendment shall control. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one and the same
instrument. Defined terms used in this Amendment not defined herein shall have the meaning set
forth in the Lease.
2032785.1
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and
year first above written.
WITNESS TENANT:
As to Tenant:
City of De
fitness Si ture) By:
(Signature)
M
(Witness Printed Name) Name: George Campbell
(Witness Signature)
(Witness Printed Name)
WITNESS
As to Landlord:
(Witness Signature)
(Witness Printed Name)
(Witness Signature)
(Witness Printed Name)
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
Title: City Manager
Date:
LANDLORD:
Columbia Medical Center of Denton Subsidiary,
L.P. d/b/a Denton Regional Medical Center
By: Columbia North Texas Subsidiary GP, LLC
Its: general partner
By:
(Signature)
t
Name: Caleb O'Rear
Title: Chief Executive Officer
Date:
2032785.1 2
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5/01 /08
MEDICAL OFFICE BUILDING LEASE
THIS LEASE, dated , 20_ for reference purposes (the "Date of this Lease'), is made and entered into
by and between Columbia Medics Center of Denton Subsidiary, LP d/b/a Denton Regional Medical Center, or its assigns
("Landlord'), and City of Denton ('Tenant').
Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed by Tenant as
hereinafter set forth, hereby leases to Tenant and Tenant hereby leases from Landlord, Suite No. M, consisting of 2 832 rentable
square feet of space (the "Premises"), on the third IS') floor in the building located at 3537 S. 1.35E Denton, Texas 76210
("Building'), for the term and upon the conditions and agreements hereinafter set forth ('Lease), The Building is located at or upon
the property more particularly described In Exhibit A-1 attached hereto and incorporated herein. The Premises are more particularly
shown or described on Exhibit A-2 attached hereto and incorporated herein. This Lease shall constitute a binding agreement
between the parties effective as of the date this Lease is executed by Landlord and Tenant.
SECTION 1. TERM
The commencement dale of the tens of this Lease shall be October 1. 2011 (such date, as it may be adjusted is
hereinafter called the "Commencement Date), and shall continue thereafter for three 3 years, zero 0 months and zero 0 days
and shall expire at 11:59 p.m. on September 30, 2014 (the "Expiration Date')(such tetm, any extension or renewal thereof and any
"Unauthorized Holdover Tenn" and any "One Year Extension Term', as such terms are defined in Section 16, are referred to
individually and collectively, as the case may be, as the 'Term'). In the event the date of execution of this Lease by Landlord as set
forth in Landlord's signature block is after the Commencement Date as set forth above, then the Commencement Dale shall mean
the date of execution of this Lease by Landlord as set forth in Landlord's signature block. Furthermore, In the event the
Commencement Date Is adjusted pursuant to Section 11, then the Commencement Date shall mean the Commencement Date as
determined pursuant to Section 11 hereof. No change to the Commencement Date pursuant to this paragraph or pursuant to
Section 11 shall change the Expiration Dale unless (a) a different Expiration Dale Is set forth on a "Commencement Dale Certificate*
(as defined below), in which event the Expiration Date shall mean the day as set forth on the Commencement Date Certificate, or
(b) the initial Term of this Lease as a result of such change in the Commencement Date is less than one (1) year, to which event the
Expiration Date shall mean the last day of the first "Lease Year (as defined below) (in the event of a conflict between clause (a) and
clause (b) of this sentence, the Expiration Date resulting in the longest initial Term shall control). In the event of any change in the
Commencement Dale pursuant to the terms of this Section or pursuant to Section 11, Tenant at Landlord's request shall execute
and deliver to Landlord a Commencement Dale Certificate in the forth attached hereto as Exhibit B acknowledging such change in
the Commencement Date, and if applicable, the Expiration Date (the "Commencement Date Certificate"). Any change to the
Commencement Date and/or Expiration Date pursuant to the terms of this Section or pursuant to Section 11 shall be automatic and
refusal or failure by Tenant to sign a Commencement Date Certificate shall not affect such change to the Commencement Date
and/or Expiration Date. "Lease Year shall mean the period beginning on the Commencement Dale and ending on the first
anniversary of the last day of the calendar month in which the Commencement Date occurs (unless the Commencement Date is the
first day of a calendar month, in which event such first Lease Year shall end on the day prior to the first anniversary of the
Commencement Date) and each twelve (12) month period thereafter during the Tenn of this Lease.
SECTION 2. RENT
2.1. Base Rent. During the Term, Tenant shall pay to Landlord "Annual Base Rent' as determined pursuant to
Schedule A or Schedule 8 below, whichever is applicable, multiplied by the number of rentable square feet of the Premises (such
sum Is hereafter referred to as "Base Rent% together with any "Additional Rent" (as hereinafter defined). Base Rent shall be
payable In monthly installments in advance without notice, demand, setoff or deduction and,all such installments shall be paid to
Landlord or its "Property Manager (as hereinafter designated) in U.S. Dollars, at the following address: HCA. Inc.. P.O. Box
403374. Atlanta, GA 30384-3374, or at such other address as Landlord may designate. Landlord's "Property Manager is Lincoln
Harris CSG. Except as otherwise may be provided in Section 11, the first monthly installment for Base Rent shall be due on the
Commencement Date and, thereafter, such monthly installments shall be due on the first day of each calendar month. If Tenant's
obligation to pay Base Rent relates to only a part of a month at the beginning or the end of the Term. Tenant shall pay Landlord a
proportionate part of the applicable monthly installment for each such partial month, which shall be payable at the same time as the
first or last (as applicable) monthly installment is due under this Lease.
Schedule A shall apply to this Lease.
SCHEDULE A SCHEDULE B
Annual Annual Monthly Rent Annual Monthly Rent
Lease Base Base Installment Annual Base Base Installment (1)
Year Rent Rate Rent Rent Rate Rent (1) (First Year Only)
1011111-913012014 N/A r.s.f. 51.00 NIA
1) The Base Rent set forth in Schedule B is subject to increases as a result of increases in the cost of living during the Tenn. On
the first day of the second Lease Year and an the first day of each Lease Year thereafter during the term of this Lease (each such
date an 'Adjustment Date'), Base Rent shall be adjusted to reflect the increase, if any, in the cost of living over the preceding
Lease Year, Base Rent due as a result of an increase in the cost of living shall be calculated in accordance with the terms set
forth below. The basis for computing the cost of living shall be the unadjusted Consumer Price Index for all Urban Consumers, All
Items (1982-84 = 100) published by the Bureau of Labor Statistics of the United States Department of Labor (the "Index'). The
Index for the third calendar month preceding the month in which the Commencement Date occurs shall be the "Base Index
Number. The Index for the same calendar month preceding the applicable Adjustment Date shall be the 'Current Index
Number. The Base Rent for the Lease Year commencing on each Adjustment Date shall be the product obtained from
multiplying the amount of Annual Base Rent set forth in Schedule B (the 'Initial Base Rent') by the fraction whose numerator is
equal to the Current Index Number and whose denominator is equal to the Base Index Number; provided that in no event will Base
Rent for such Lease Year be less than the greater of the initial Base Rent or the adjusted Base Rent for the Lease Year
immediately preceding the Adjustment Date. If on any Adjustment Date, the Current Index Number has not been published, the
parties agree that the adjustment to Base Rent contemplated herein will be made after the Current Index Number is published, and
that such adjustment will be retroactive to the Adjustment Date. Pending the making of the adjustment, Tenant will continue to pay
the amount of Base Rent in effect for the preceding Lease Year, and at such time as Landlord notifies Tenant of the new adjusted
Bise Rent amount Tenant shall pay Landlord any short fall between the amount of Base Rent paid subsequent to the Adjustment
Date and the new amount of adjusted Base Rent payable hereunder as a result of the adjustment. If the Index is not in existence
at the time the determination is to be made, the parties shall use such equivalent price index as is published by a successor
government agency in lieu of the Index; or, if no such price Index is published, then the parties shall use an equivalent price index
as is published by a non -governmental agency selected by Landlord.
2.2. Taxes on Rent. Tenant shall pay and be liable for all rental, sales and use taxes or other similar taxes, If any,
levied or Imposed on Base Rent or Additional Rent payments by any city, county, parish, state or other governmental body having
authority. Such payments shall be In addition to all other payments required to be paid to Landlord by Tenant under the terms of this
Lease. Any such payment shall be paid to Landlord concurrently with the payment of the Base Rent or Additional Rent upon which
such tax is based.
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SECTION 3. ADDITIONAL RENT
3.1. Additional Rent. In addition to the Base Rent as set forth in Section 2 herein, Tenant shall pay Landlord
'Additional Rent', which term shall be defined to include the following:
(a) any sum owed for separately metered utilities, including, without limitation, electricity, or as a
'Surcharge' (as defined in Section 5); and
(b) any other sums owed by Tenant pursuant to the terms of this Lease or otherwise arising in
connection with Tenant's occupancy of the Premises.
For purposes of this Lease, Base Rent and Additional Rent shall hereinafter be collectively referred to as 'Rent'
3.2. Security Deoosil. Tenant has deposited with Landlord the sum of $%00 (the "Security Deposit") as security for
the full and faithful performance by Tenant of all of Tenant's obligations hereunder. No interest shall be paid upon the Security
Deposit nor shall Landlord be required to maintain the deposit In a segregated account, unless required by applicable law in which
event Landlord will comply with such legal requirement. The Security Deposit shall not be construed as prepaid rent. In the event
that Tenant shall default in the full and faithful performance of any of the terms hereof, then Landlord may, without notice, either
retain the Security Deposit as liquidated damages, or Landlord may retain the same and apply it toward any damages sustained by
Landlord, including but not limited to actual damages sustained by the Landlord by reason of the default of Tenant, including any
past due Rent. In the event of bankruptcy or other debtor -creditor proceedings, either voluntarily or involuntarily instituted by or
against Tenant, the Security Deposit shall be deemed to be applied in the following order: to actual damages, obligations and other
charges, including any damages sustained by Landlord, other than unpaid Rent, due to Landlord for all periods prior to the filing of
such proceedings; to accrued and unpaid Rent prior to the filing of such proceeding; and thereafter to actual damages, obligations,
other charges and damages sustained by Landlord and rent due the Landlord for all periods subsequent to such filing. In the event
of a sale of the Premises or all or any portion of the Building, Landlord shall have the right to transfer the Security Deposit to the
buyer, and Landlord shall thereupon be relieved of all obligations to return the Security Deposit to Tenant, and Tenant agrees to
look solely to the buyer for the return of the Security Deposit. If Tenant fully and faithfully complies with all of the terms hereof, the
Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after expiration of this Lease, including
any renewal thereof.
3.3. The rentable square footage of the Premises may at Landlord's option, be calculated in accordance with the
definition of "rentable area' in the SOMA Standard Method for Measuring Floor Area in Office Buildings, ANSUBOMA Z65.1 - 1996
(the "SOMA Standard") or in accordance with any other method adopted by Landlord for the Building so long as such method is
used for the calculation of the rentable square footage of all of the rentable area of all space leased or suitable for lease in the
Building and so long as the sum of the proportionate share of all such rentable area does not exceed one hundred percent. If
requested by Tenant, Landlord shall provide Tenant with a copy of the methodology adopted by Landlord for calculating the rentable
square footage of the Building and Premises. The rentable area in the Premises as set forth on Page 1 of this Lease is hereby
stipulated to be the rentable area of the Premises for all purposes under this Lease, whether the same should be more or less as a
result of minor variations resulting from actual construction and completion of the Premises and for actual occupancy; provided,
however, in the event Landlord re -measures the Premises or the Building in accordance with commercially reasonable procedures
and if such remeasurement indicates that the rentable area of the Premises is different than above stated, then Landlord may give
Tenant written notice of the change and the new number of square feet shall become the rentable area of the Premises for all
purposes effective as of the date of such notice. .
SECTION 4. USE OF PREMISES
4.1. Prohibited Uses. (a) The Premises shall continuously and at all times during the Tenn be used and occupied by
Tenant gnly as medical offices for licensed physicians ('Physicians) to engage in the private practice of medicine and other related
activities incidental thereto, and for no other purpose. Notwithstanding the foregoing, the provision or operation of any of the
following services or facilities shall not be permitted in the Premises:
a health care facility that has facilities for overnight accommodations of patients;
(ii) the provision of any medical or related service to or for any person that is in addition to the examination
and diagnosis of patients performed directly by a Physician or by other health care professionals either
independently licensed or under the direct supervision of a Physician, or a facility operated for the
provision of any such service(s);
(fit) outpatient or inpatient surgery services;
(iv) outpatient or Inpatient birthing services;
(v) an oncology treatment facility;
(VI) an emergency center,
(vii) physical, inhalation or respiratory therapy services;
(viii) a laboratory (including, without limitation, a pathology laboratory or a clinical laboratory); and
(ix) diagnostic or therapeutic testing services, including without limitation, all diagnostic imaging services,
including without limitation: '
A. fluoroscopy;
B. x-ray;
C. plain film radiography;
D. computerized tomography (CT);
E. ultrasound;
F. radiation therapy;
G. mammography and breast diagnostics;
H. nuclear medicine testing;
I. magnetic resonance imaging; and
J. positive emission tomography.
(b) Notwithstanding the foregoing, nothing herein shall prevent Physicians who conduct a medical
practice on the Premises from performing outpatient surgeries that do not require general anesthesia, Intravenous sedation or the
presence of an anesthesiologist or from rendering pathological laboratory or x-ray services for which Tenant has obtained
Landlord's consent pursuant to Section 4.1(c); provided that such surgery services, pathological laboratory or x-ray services are the
1911373.1 2
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kind usually and customarily provided in a physician's office, are provided to such Physician's own patients who are not referred to
such Physician for the sole purpose of receiving the same and are merely ancillary and incidental to such Physician's primary
medical practice and do not constitute the Physician's primary medical practice or specially or cohstitute the predominant services
rendered by the Physician to the Physician's patients.
(c) Prior to providing pathological laboratory or x-ray services, Tenant shall have submitted to Landlord a
detailed description of the laboratory or x-ray services Tenant desires to provide or perform and Landlord shall have consented in
writing to the provision or performance of such services, which consent may be denied in Landlord's sole and absolute discretion
(the provision of such services and procedures shall be strictly limited to those services and procedures to which Landlord has
expressly consented in writing and the terms of this paragraph shall be strictly construed to prohibit any expansion or addition to
such services or procedures without Landlord's written consent). Tenant shall not dispense any drugs or medicines to persons
other than Tenant's own patients. Prior to the installation of any diagnostic, laboratory or radiology equipment for services permitted
hereunder, Tenant shall provide Landlord with a list of such equipment; a fist of any hazardous substances, wastes or materials, as
hereinafter defined, which will be used or generated in connection with the use of such diagnostic, laboratory or radiology
equipment; and Tenant's proposed procedures for the use, storage and disposal of any hazardous substances, wastes or materials,
Including but not limited to the procedure for silver recovery for any radiology equipment.
4.2. Approved Services. Notwithstanding anything in this Section 4 to the contrary, Tenant may provide the
following ancillary medical care and services in the Premises to patients of Tenant or of any Physician owner or employee of Tenant
practicing in the Premises (the "Approved Services"): N/A; provided that the provision of Approved Services shall be subject to the
following limitations and restrictions: (a) the patients of Tenant or of any Physician owner or employee of Tenant practicing in the
Premises to whom Approved Services are provided shall not be referred to Tenant or such Physician for the purpose of obtaining
such services or procedures; and (b) the Approved Services are and at all times shall be incidental to and a necessary part of the
examination or diagnosis rendered to Tenant's or such Physician's patients (i.e., no provision of services to third parties), and
ancillary and incidental to Tenant's or such Physician's primary medical practice and shall not constitute either Tenant's or such
Physician's primary medical practice or specialty,'or the predominant services rendered by Tenant to Tenant's patients or by such
Physician to such Physician's patients. Without the prior written consent of Landlord, which consent maybe withheld in Landlord's
sole discretion, Tenant shall not modify or expand any of the Approved Services.
4.3. Physician Qualifications. All Physicians who conduct a medical practice and related activities in the Premises
must be and remain appropriately licensed and in good standing with the state licensing board and any applicable federal, state or
local certification or licensing agency or office, without restriction, not subject to any sanction, exclusion order, or other disciplinary
order with respect to his or her participation in any federal or state healthcare program. Further, each such Physician must be
qualified to be a member of the active medical staff of Denton Regional Medical Center (the "Hospital'); provided, however, that
nothing in this Section 4.3 shall require any Physician who conducts a medical practice in the Premises actually to be a member of
the Hospital's active medical staff.
4.4. Supervision and Management. Each medical practice conducted upon the Premises shall at all times be
conducted under the supervision and authority of a Physician and, except with Landlord's prior written consent, which may be
withheld in Landlord's sole and absolute discretion, no such Physician shall (1) allow any other person or entity to purchase,
manage or operate its medical practice or (2) conduct the medical practice while serving as an agent or employee of any other
person or entity.
4.5. Compliance with Legal Requirements. Tenant shall comply with all governmental laws, codes, ordinances and
regulations applicable to the use of the Premises, and shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances and other activities in or upon, or connected with the Premises. Tenant shall not
use or occupy the Premises in violation of the certificate�of use or occupancy issued for the Premises or the Building (the
"Certificate'). Tenant shall act in accordance with and not violate any restrictions or covenants of record affecting the Premises or
the Building. Tenant shall immediately discontinue any use of the Premises which is declared by either any governmental authority
having jurisdiction or the Landlord to be a violation of any such governmental laws, codes, ordinances or regulations, Certificate,
restrictions or covenants. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by
reason of the nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the
Premises or with respect to the use or occupancy thereof. To the extent any alterations to the Premises are required by the
Americans with Disabilities Act, as amended from time to time (the "ADA") or other applicable laws or regulations, Tenant shall bear
the expense of the alterations. To the extent any alterations to areas of the Building outside the Premises or common areas are
required by the ADA or other applicable laws or regulations (for "path of travel" requirements or otherwise), Landlord shall bear the
expense of the alterations.
4.6. Hazardous Acts: Waste: Nuisance. Tenant shall not do nor permit to be done anything which will Invalidate or
increase the cost of any casualty and extended coverage insurance policy covering the Building, the Premises and/or property
located in the Building or the Premises, and shall comply with all rules, orders, regulations and requirements of the appropriate Fire
Rating Bureau or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for
any additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this paragraph.
Tenant shall not do nor permit anything to be done in, on or about the Premises which would in any way obstruct or interfere with
the rights of other tenants or occupants of the Building, or use or allow the Premises to be used for any immoral, unlawful or
objectionable purpose, nor shall Tenant maintain or permit any nuisance or commit or suffer to be committed any waste in, an or
about the Premises.
SECTION 5. BUILDING SERVICES AND MAINTENANCE
5.1. Landlord's Services. Landlord shall provide all of the following utilities and services:
(a) Electricity and water for the Premises, as reasonably necessary for the uses permitted under this
Lease, except to the extent [hose utilities are separately metered or submetered to the Premises;
(b) If the Building is equipped with a central heating and air-conditioning system that serves the rentable
areas of the Building, heat and air-conditioning as required for Tenant's comfortable use and occupancy of the Premises during
normal business hours. The term "normal business hours' shall mean the hours of 7:00 a.m. to TOO p.m. Monday through Friday
and j;OQ a.m. to 2:00 p.m. on Saturday, excluding federal and/or state holidays as elected by Landlord;
(c) Unless the Premises are equipped with a water heater, hot water at those points of supply provided
for the general use of Tenant and other tenants of the Building;
(d) General janitorial and cleaning services for the Premises, five (5) days per week, excluding holidays;
(e) General janitorial services in and about the common areas of the Building;
(q Light bulb replacement in the Premises and common areas of the Building:
(g) Elevator service during normal business hours, if the Building is equipped with elevator(s);
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(h) Exterior window cleaning, and snow and ice removal services for the parking areas and walk ways
serving the Building, to the extent deemed necessary In Landlord's reasonable judgment; and
W Normal maintenance and servicing of lavatory facilities, toilets, sinks and faucets located within the
Premises; provided that Landlord shall not be responsible for any repair, maintenance or servicing required on account of misuse of
any of the foregoing or the disposal of foreign materials or substances not intended to be disposed in toilets or sinks, all of which
shall be the sole responsibility of Tenant.
All such services shall be provided in a manner that is consistent with those services provided in comparable medical office
buildings of similar size and age which are located within the local community.
5.2. Utility Services: Damage to Tenant's Property. If Tenant requires or utilizes more water or electric power than is
considered reasonable or normal by Landlord, Landlord may reasonably determine and require Tenant to pay as Additional Rent,
the cost incurred as a result of such additional usage ("Surcharge'). Unless otherwise directed by Landlord, Tenant shall pay
directly to the utility provider all separately metered utilities required and used by Tenant in the Premises. Landlord reserves the
privilege of stopping any or all utility services in case of accident or breakdown, or for the purpose of making alterations, repairs or
improvements. Landlord shall not be liable for the failure to furnish or delay in furnishing any or all of such services when same Is
caused by or is the result of (a) strikes, labor disputes, labor, fuel or material scarcity, or governmental or other lawful regulations or
requirements; (b) the failure of any corporation, firth or person with whom the Landlord may contract for any such service, or for any
service incident thereto, to furnish any such service; (c) the making of any alterations, repairs or Improvements as described in the
preceding sentence; (d) any other cause other than the gross negligence of the Landlord; and the' failure to furnish any of such
services in such event shall not be deemed or construed as an eviction, or relieve Tenant from the performance of any of the
obligations imposed upon Tenant by this Lease, including its obligation to pay Rent. Landlord shall not be responsible for the failure
of any equipment or machinery to function properly on account of any such interruption of such services. Tenant shall be solely
responsible for and shall promptly pay all charges for telephone, Internet services and all other communication services.
5.3. Medical and Hazardous Waste! Mold. (a) Tenant, at Tenant's sole cost and expense, shall be responsible for
medical, special and infectious waste removal for the Premises and the maintenance and storage thereof pending removal, all in
accordance with all applicable laws, regulations and orders. Tenant shall not cause or permit the release or disposal of any
hazardous substances, wastes or materials, or any medical, special or infectious wastes, on or about the Premises or the Building.
"Hazardous substances' as such term is used in this Agreement means any hazardous or toxic substance, material or waste,
regulated or listed pursuant to any federal, state or local environmental law, including without limitation, the Clean Air Act, the Clean
Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the
Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the
Occupational Safety and Health Act. Tenant shall comply with all rules and policies set by Landlord, and with all federal, state and
local laws, regulations and ordinances which govern the use, storage, handling and disposal of hazardous substances, wastes or
materials and medical, special or infectious wastes. Tenant shall indemnify, defend and hold Landlord harmless from and against
any claims or liability arising out of or connected with Tenant's failure to comply with the terms of this Section 5.3, which terms shall
survive the expiration or earlier termination of this Lease. If Landlord decides to provide medical, special and infectious waste
removal services for its tenants (which decision may be made in Landlord's sole discretion), Tenant may elect to contract separately
with Landlord for such services; provided that Tenant shall pay Landlord a reasonable fee for the provision of such service, the
amount of which shall be determined by Landlord.
(b) Tenant shall not permit undue accumulations of garbage, trash, rubbish or other refuse within the
Premises and shall keep all refuse in proper containers until disposal of such refuse. Tenant shall not permit the mixing or disposal
of any hazardous substances, wastes or materials or any medical, special or infectious waste with the general office refuse and
Landlord shall have no duty or obligation to remove any hazardous substances, wastes or materials or any medical, special or
infectious waste from the Premises (except as provided by separate contract as set forth above in Section 5.3(a)).
(c) Tenant acknowledges that mold, mildew, fungi and bacteria are naturally occurring organisms.
Tenant acknowledges that it has had the opportunity prior to occupying the Premises to test the Premises, at its own expense, for
the presence of mold, mildew, fungi and other harmful bacteria (mold, mildew, fungi and harmful bacteria shall be referred to herein
as "Organics'). Tenant shall provide Landlord with a copy of any such test results. Tenant covenants, warrants and agrees that(!)
Tenant shall not take or omit to take any action with respect to its use of the Premises so as to cause or contribute to the growth of
Organics in the Premises or the Building, and (ii) Tenant shall (A) keep the Premises adequately ventilated at all times, (B) repair
any condition of the Premises which could cause or contribute to the growth of Organics Including, without limitation any condition
which causes or permits water to collect or condense within the Premises, (C) maintain indoor humidity within the Premises at a
reasonable level (no higher than 60%), (D) regularly inspect all window areas or other areas where water may condense in or leak
into the Premises, and (E) if and to the extent the maintenance and repair of the HVAC units serving the Premises are Tenant's
responsibility, cause such HVAC units to be inspected and cleaned periodically. Tenant shall immediately notify Landlord In writing
of any visible signs of the presence or growth of Organics in the Premises or In the common areas of the Building or of any water
leak or excessive water condensation in the Premises or In the common areas of the Building. Furthermore, Tenant shall
immediately notify Landlord In writing if Tenant has reasonable cause to believe that the growth of Organics has or will occur in the
Premises or in any other portion of the Building. Tenant shall use its best efforts to remove Immediately from the Premises any
water that (i) leaks into the Premises from inside or outside the Building, (ii) runs into the Premises from any break or damage to any
pipes, appliances or plumbing works, (tit) overflows into the Premises from any faucet, sink or tub, or (iv) condenses in the
Premises. Tenant shall promptly (x) repair any damage to the Premises caused by any such water leak, run overflow or
condensation, and (z) return the Premises to the condition in which it existed immediately prior to such water leak, run overflow or
condensation. Furthermore, Tenant at its sole cost and expense shall be responsible for remediating and removing all Organics
from the Premises. Landlord shall not be responsible for remediating or removing any Organics from the Premises (unless Landlord
at its option elects to remediate and remove Organics from the Premises) and Landlord shall specifically not be liable for any
damage, injury or loss of any kind, to persons or property, including without limitation consequential damages, arising out of the
presence of any forth of Organics in the Premises or in the Building. If any water leak, run overflow or condensation in the Premises
or in any other portion of the Building is caused by the action or negligence of Tenant, then at Landlord's option, if requested by
Landlord in writing, Tenant shall reimburse and pay to Landlord the cost of any assessment or report obtained by Landlord with
respect to the presence or growth of Organics in the Premises and/or such other portion of the Building.
5.4. Landlord's Repairs. Except as provided In Section 5.5(b), Landlord shall maintain in good repair the Building,
the common areas and facilities of the Building used by Tenant, the mechanical, plumbing and electrical systems of the Premises,
the walls, floors, doors, windows and all structural elements of the Premises (excepting painting and repair or replacement of floor or
wall coverings). Except as otherwise specifically provided in Section 5, Landlord shall have no duty to maintain, repair, clean or
service the Premises.
5.5. Tenant's Repairs. (a) Tenant shall maintain the Premises in good repair and condition and shall make all
repairs and replacements and perform all maintenance necessary to keep the Premises in such condition, except to the extent such
maintenance, repairs and replacements are to be provided by Landlord pursuant to this Section 5.
(b) In addition, Tenant shall promptly repair, in a good and workmanlike manner, any damage to the Premises or
other part of the Building caused by any breach of this agreement to maintain the Premises, any misuse of the Premises or any part
thereof, or any willful or negligent act or omission of Tenant, or of any employee, agent or invitee of Tenant. If Tenant fails to do so,
Landlord shall have the right to repair any such damage and Tenant shall pay Landlord for the cost of all such repairs, plus interest
at the Interest Rate (as defined in Section 21.9).
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SECTION 6. ALTERATIONS
Tenant may not make any changes, alterations, improvements or additions to the Premises or attach or affix any articles
thereto without Landlord's prior written consent, which consent Landlord shall not unreasonably withhold. All changes, alterations,
improvements or additions which may be made upon the Premises by Landlord or Tenant (except unattached trade fixtures and
office furniture and equipment owned by Tenant) shall not be removed by Tenant, but shall become and remain the property of
Landlord. All changes, alterations, improvements and additions to the Premises shall be done only by Landlord or contractors or
mechanics approved by Landlord, and shall be at Tenant's sole expense and at such times and in such manner as Landlord may
approve. If Tenant shall make any changes, alterations, improvements or additions to the Premises. Landlord may require Tenant,
at the expiration of this Lease, to restore the Premises to substantially the same condition as existed at the commencement of the
Term. The interest of Landlord shall not be subject to liens for improvements made by Tenant In and to the Premises. Tenant shall
notify every contractor making such improvements of the provisions set forth in the preceding sentence of this paragraph. Any
mechanics or materialmen's lien for which Landlord or Tenant has received a notice of Intent to file or which has been riled against
the Premises or the Building arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or
subcontractors shall be discharged, bonded over or otherwise satisfied by Tenant within ten (10) days following the earlier of the
date Tenant receives (a) notice of intent to file alien or (b) notice that the lien has been filed. It Tenant fails to discharge, bond over,
or otherwise satisfy any such lien, Landlord may do so at Tenant's expense, and the amount expended by Landlord, including
reasonable attorneys' fees, shall be paid by Tenant within ten (10) days following Tenant's receipt of a bill from Landlord.
SECTION 7. DAMAGE TO PROPERTY - INJURY TO PERSONS; INSURANCE
7.1. Tenant's Indemnity. Subject to Section 21.5 hereof, Tenant shall and hereby does indemnify, defend and hold
harmless Landlord and its agents from and against any and all claims, demands, actions, losses, damages, orders, judgments,
costs and expenses (including, without limitation, reasonable attorneys' fees and costs of litigation) incurred by Landlord and/or its
agents as a result of or arising from: (a) the use or occupancy of the Premises by Tenant or any subtenant of Tenant; (b) any willful
or negligent acts or omissions of Tenant, any subtenant of Tenant or Tenant's or such subtenant's agents, employees, contractors
or invitees; or (c) any breach or violation by Tenant of the terms of this Lease.
7.2. Landlord's Indemnity. Subject to Section 21.5 hereof, Landlord shall and hereby does indemnify, defend and
hold harmless Tenant from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and
expenses (including, without limitation, reasonable attorneys' fees and costs of litigation) incurred by Tenant as a result of or arising
from: (a) any accident or occurrence occurring within the Building or the common areas and facilities, arising out of the negligence
or intentional misconduct of Landlord, or of Landlord's agents, employees or contractors; or (b) any breach or violation by Landlord
of the terns of this Lease.
7.3. Insurance. Tenant shall, throughout the Tenn, at its sole cost and expense, provide and keep in force, with
responsible insurance companies reasonably acceptable to Landlord, Insurance with respect to this Lease and the Premises in the
following amounts for any one accident or occurrence: (a) commercial general liability insurance written on an occurrence basis
with limits for property damage claims of not less than $100,000 and limits for personal injury or death not less than $1,000,000 per
person and $1,000,000 per occurrence; and (b) casualty insurance insuring Tenant against loss or damage to its equipment and
other personal property in the Premises by fire and all other casualties usually covered under an "all risk' policy of casualty
insurance. To the extent Landlord also maintains any insurance In any way connected with the Premises, Landlord's insurance shall
be excess coverage and Tenant's insurance shall be primary coverage. The policies described herein shall be endorsed to include
Landlord and its Property Manager as additional insureds. The policies required herein shall contain an agreement by the insurer
that it will not cancel the policy except after not less than ten (10) days' prior written notice to Landlord and that any loss otherwise
payable under the policy shall be payable notwithstanding any act or negligence of Landlord or Tenant that might, absent such
agreement, result In a forfeiture of all or a part of the insurance payment. Tenant shall furnish the Landlord with proof of all such
Insurance at least annually and upon demand of the Landlord.
r
7.4. Waiver of Liability. Neither Landlord nor its agents shall be liable for any damage to property entrusted to
employees of the Building, nor for loss of or damage to any property by theft or otherwise, nor for any injury or damage to persons
or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the
Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other place or
resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents,
servants or employees. Tenant shall give prompt notice to Landlord In case of fire or accidents in the Premises or in the Building or
of defects therein or in the fixtures or equipment. Tenant hereby acknowledges that Landlord shall not be liable for any interruption
to Tenant's business for any cause whatsoever, and that Tenant shall obtain business interruption insurance coverage should
Tenant desire to provide coverage for such risk.
SECTION 8. DAMAGE OR DESTRUCTION
A total destruction of the Building in which the Premises are located shall automatically terminate this Lease as of the date
of such destruction. If the Building is damaged or destroyed by fire or other casualty (collectively "Casualty') and if as a result
thereof Landlord elects to close and/or demolish the Building or the wing(s) or floor(s) thereof in or upon which the Premises are
located, then Landlord shall notify Tenant in writing thereof and this Lease shall terminate (a) as of the date of the Casualty 'dTenant
has been unable to use or access the Premises as a result of such Casualty, or (b) if Tenant has been able to use and access the
Premises after such Casualty, then on the ninetieth (90'") day after Landlord delivers such written notice to Tenant. If the Premises
are damaged by a Casualty and this Lease is not terminated as provided above, then Landlord shall notify Tenant In writing within
sixty (60) days after the dale of the Casualty of whether or not Landlord elects to repair the Premises. If Landlord delivers to Tenant
written notice that Landlord elects not to repair the Premises (the "No Repair Notice'), then either party may terminate this Lease
by delivering written notice of termination to the other party not more than fifteen (15) days after Landlord's delivery to Tenant of the
No -Repair Notice, If Landlord delivers to Tenant written notice that Landlord elects to repair the Premises (the "Repair Notice'),
then such Repair Notice shall include Landlord's good faith estimate of the date by which such repairs will be substantially
completed (the "Estimated Completion Date'). If the Estimated Completion Date is more than one hundred eighty (180) days
after the date of the Casualty, then either party may terminate this Lease by delivering written notice of termination to the other party
not more than fifteen (15) days after Landlord's delivery to Tenant of the Repair Notice. If a notice of termination is given pursuant to
one of the three preceding sentences, then this Lease shall terminate (a) as of the date of the Casualty if Tenant has been unable to
use or access the Premises as a result of such -Casualty, or (b) if Tenant has been able to use and access the Premises after such
Casualty, then on the thirtieth (301h) day after delivery of such termination notice. If the Premises are damaged by a Casualty and
this Lease is not terminated, then the damage to the Premises shall be repaired by and at the expense of Landlord, provided
Landlord shall not be required to repair or replace any personal property or trade fixtures located in the Premises. Landlord shall
use good faith efforts to cause such repairs to be substantially completed by the Estimated Completion Date without the payment of
overtime or other premiums; provided, however, Tenant understands Landlord cannot guarantee completion by that date. Tenant
acknowledges and agrees that completion of such repairs may be delayed by (i) any combination action of workmen (either those
employed on the project or in any industry essential to the conduct of the work) such as strikes, embargoes, or lockouts; (ii) acts of
government; (III) acts of God; (iv) shortage of materials, energy, fuel, equipment, facilities or labor; or (v) by other causes that are
beyond Landlord's control and Tenant agrees that completion of such repairs and the Estimated Completion Date will be extended
accordingly. Until the earlier of the termination of this Lease or the completion of repairs, as the case may be, Rent shall be abated
in proportion to the part of the Premises which is unusable by Tenant in the conduct of Tenant's business; provided, however, Rent
shall not abate if the Casualty is due to the negligent acts or omissions of Tenant or Tenant's employees, agents or contractors.
SECTION 9. EMINENT DOMAIN
If the Building, the Premises or a material part of either shall be taken by any authorized entity by eminent domain or by
negotiated purchase under threat thereof, so that the Premises shall become totally unienantable, this Lease shall terminate as of
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the earlier of the date when title or possession thereof is acquired or taken by the condemning authority and all rights of Tenant in
this Lease shall immediately cease and terminate. If a part of the Building or a portion of the Premises shall be taken such that the
Premises becomes only partially untenantable, Base Rent shall be proportionately abated. All compensation awarded for any taking
(or the proceeds of negotiated sale under threat thereof) whether for the whole or a part of the Building or the Premises, shall be the
property of Landlord, whether such proceeds or award is compensation for loss or damage to Landlord's or Tenant's property or
their respective interests in the Premises, the Tenant hereby assigns all of its interest in any such award to Landlord. However,
nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate
award expressly made to Tenant for: (a) the taking of personal property and fixtures belonging to Tenant; (b) the interruption of or
damage to Tenant's business or profession; (c) the cost of relocation expenses incurred by Tenant; and (d) Tenant's unamortized
cost of leasehold improvements; provided that the making of any such award to Tenant shall not reduce or diminish Landlord's
award relating to such condemnation. Landlord may without any obligation or liability to Tenant stipulate with any condemning
authority for a judgment of condemnation without the necessity of a formal suit or judgment of condemnation, and the dale of taking
under this clause shall then be deemed the date agreed to under the terms of said agreement or stipulation.
SECTION 10. ASSIGNMENT AND SUBLETTING
Tenant shall not, either voluntarily or by operation of law, directly or indirectly, sell, assign or transfer this Lease, in whole
or in part, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by any person,
corporation, partnership, or other entity except Tenant or Tenant's employees, without the prior written consent of Landlord in each
instance. A transfer of stock control in Tenant, if Tenant is a corporation, or the transfer of a greater than forty-nine percent (49 % )
beneficial ownership interest in Tenant, if Tenant is a partnership, limited liability company or other entity, shall be deemed an act of
assignment hereunder. In addition, any such subletting or assignment transaction shall be in all respects in compliance with the
applicable provisions of the Medicare Anti Kick -Back Law, 42 USC 1320a-7(b)(1) and (2) and the Stark Self -Referral Prohibition Act,
42 USC 1395nn et. seq., as the same may be modified, supplemented or replaced from time to time, and all regulations
promulgated thereunder from time to time. Any sale, assignment, mortgage, transfer or subletting of this Lease or the Premises
which is not in compliance with the provisions of this Section 10 shall be void. The consent by Landlord to any assignment or
subletting shall not be construed as relieving Tenant from obtaining the express prior written consent of Landlord to any further
assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Should
Landlord permit any assignment or subletting by Tenant and should the moneys received as a result of such assignment or
subletting (when compared to the moneys still payable by Tenant to Landlord) be greater than would have been received hereunder
had not Landlord permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord, it being the
parties' intention that Landlord, and not Tenant, shall be the party to receive any profit from any assignment or subletting. In the
event of any assignment or subletting approved by Landlord, the assignee or sublessee shall assume all of Tenant's obligations
under this Lease and shall be bound to comply with all the terms and provisions of this Lease and Tenant and such assignee or
sublessee shall be jointly and severally liable for the performance of Tenant's covenants under this Lease.
SECTION 11. ACCEPTANCE OF PREMISES
Tenant shall not occupy or use the Premises prior to the Commencement Date as determined pursuant to the first two
sentences of Section 1 of this Lease. If Landlord is unable to deliver possession of the Premises to Tenant by the Commencement
Date as determined pursuant to the first two sentences of Section 1, then (a) the Commencement Date shall mean the date that the
Premises are available for occupancy as set forth in a written notice from Landlord to Tenant, and (b) Tenant shall take possession
of the Premises within ten (10) days after receipt of written notice from Landlord that the Premises are available for occupancy. By
taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in its "as -is' condition, fit for occupancy,
and acknowledged that the Premises are in satisfactory condition and repair.
SECTION 12. DEFAULTS 1
12.1. Events of Default. The occurrence of any of the following shall constitute a material default and breach of this
Lease by Tenant
(a) The vacating or abandonment of the Premises by Tenant prior to the expiration or earlier termination
of this Lease.
(b) A failure by Tenant to pay Rent or to make any other payment required to be made by Tenant
hereunder within ten (10) days after same is due and payable.
(c) A failure to maintain the insurance required pursuant to Section 7 of this Lease.
(d) A violation of the terms of Section 10 of this Lease.
(e) A failure to provide any declaration, document or instrument required pursuant to Section 18 of this
Lease within the time period set forth in such Secfion.
(q The failure by Tenant to vacate and surrender the Premises by the dale required pursuant to Section
16.1(b) or Section 16.2 hereof or by the date required pursuant to any other termination option or agreement set forth herein or in
any amendment or other agreement.
(g) A failure by Tenant to observe or perform any other obligation under this Lease to be observed or
performed by Tenant, other than payment of any Rent, within thirty (30) days after written notice by Landlord to Tenant specifying
wherein Tenant has failed to perform such obligation; provided, however, that if the nature of Tenant's obligation is such that more
than thirty (30) days are required for its performance, then Tenant shall not be deemed to be in default if it shall commence such
performance within such thirty (30) day period and thereafter diligently prosecute the same to completion by not later than ninety
(90) days after Tenant receives Landlord's written notice.
(h) The making by Tenant or any guarantor of this Lease of any general assignment for the benefit of
creditors; the filing by or against Tenant or such guarantor of a petition to have Tenant or such guarantor adjudged a bankrupt or the
filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant or such guarantor, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is
not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such seizure Is not discharged within thirty (30) days.
(i) The failure by Tenant or any affiliate or subsidiary of Tenant to observe or perform any term,
covenant or condition under any other lease or agreement between (1) Tenant and such affiliate or subsidiary of Tenant, and (II)
Landlord or any affiliate or subsidiary of Landlord, and such failure shall have continued beyond any cure period for such failure set
forth in such other lease or agreement.
12.2. Landlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required
to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by
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Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to
be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to
completion.
SECTION 13. REMEDIES
13.1. Remedies. In the event an event of default occurs on the part of Tenant as set forth in Section 12, Landlord
may exercise one or more of the following described remedies, in addition to all other rights and remedies available at law or in
equity, whether or not stated in this Lease:
(a) Upon the occurrence of an event of default on Tenant's part as set forth in Section 12, Landlord may
continue this Lease in full force and effect and shall have the right to collect Rent when due, and Landlord may re-enter the
Premises with or without legal process and relet them, or any part of them, to third parties for Tenant's account and Tenant hereby
expressly waives any and all claims for damages by reason of such reentry, as well as any and all claims for damages by reason of
any distress warrants or proceedings by way of sequestration which Landlord may employ to recover said rents. Tenant shall be
liable immediately to Landlord for all costs Landlord incurs in retelling the Premises, including, without limitation, brokers'
commissions, expenses of remodeling the Premises required by the reletting, reasonable attorneys' fees and casts and like costs.
Relating can be for a period shorter or longer than the remaining Tenn of this Lease, and in no event shall Landlord be under any
obligation to relet the Premises except as otherwise expressly required by law. On the dales such rent is due, Tenant shall pay to
Landlord a sum equal to the Rent due under this Lease, less the rent Landlord receives from any reletting. No act by Landlord
allowed by this paragraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate the
Lease.
(b) At any time after the occurrence of an event of default by Tenant as described in Section 12, Landlord
may terminate this Lease. Upon termination, Landlord shall have the right to collect an amount equal to the sum of the following: all
expenses incurred by Landlord in recovering possession of the Premises, including reasonable aftomeys' fees and costs; all
reasonable costs and charges for the rare of the Premises while vacant; all renovation costs Incurred in connection with the
preparation of the Premises for a new tenant; all past due Rent which is unpaid, plus interest thereon at the Interest Rate (as
defined In Section 21.9); the unamortized portion of any and all tenant improvement. finish and/or renovation allowances provided
by Landlord in connection with this Lease or any amendment or extension of this Lease (such amortization to be determined on a
straight-line basis); and an amount by which the entire Rent for the remainder of the Term exceeds the loss of Rent that Tenant
proves could have been reasonably avoided.
(c) No termination of this Lease, or taking or recovering possession of the Premises with or without
termination of this Lease, shall deprive Landlord of any remedies or actions against Tenant for Rent or for damages due or to
become due for the breach of any covenant or condition in this Lease, nor shall the bringing of any such action for Rent, or breach
of any covenant or condition, or the resort to any other remedy be herein construed as a waiver of the right to terminate or to obtain
possession of the Premises as otherwise provided herein. No receipt of money by Landlord from Tenant after default or termination
of this Lease shall: (I) reinstate, continue, or extend the Tenn or affect any notice given to Tenant, (III operate as a waiver of the right
of Landlord to enforce the payment of Rent then due or to become due, or (lit) operate as a waiver of the right of Landlord to
terminate the Lease, recover possession of the Premises or exercise any other remedy.
(d) In the event of an "Unauthorized Holdover' (as defined in Section 16.1), then in addition to all other
remedies available herein, at law or in equity, at Landlord's election, Tenant shall pay to Landlord any and all damages, losses,
Claims, demands, judgments, costs and expenses (including, without limitation, reasonably attorneys' fees and costs of litigation)
incurred or suffered by Landlord as a direct or indirect result of or arising from Tenant's failure to timely vacate and surrender the
Premises, including without limhaffon, any lost rent or profit resulting from any delay in Landlord's ability to deliver possession of the
Premises to another tenant.
13.2. Additional Remedies. Should any of these remedies, or any portion thereof, not be permitted by the laws of the
state in which the Building is located, then such remedy or portion thereof shall be considered deleted and unenforceable, and the
remaining remedies or portions thereof shall be and remain in full force and effect. Landlord may avail itself of these as well as any
other remedies or damages allowed by law. All rights, options and remedies of Landlord provided herein or elsewhere by law or in
equity shall be deemed cumulative and not exclusive of one another. In the event Landlord employs the services of an attorney to
enforce any of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant
in this Lease on the part of Tenant to be kept or performed, Tenant shall pay to Landlord such reasonable fees and costs as shall be
charged by Landlord's attorney for such services.
SECTION 14. RULES AND REGULATIONS
Tenant shall observe faithfully and comply strictly with the rules and regulations set forth on Addendum "A" attached to
this Lease and made a part hereof, and such other rules and regulations as Landlord may from time to time reasonably adopt for the
safety, care and cleanliness of the Building or the preservation of good order therein (the rules and regulations set forth on
Addendum "A" attached hereto, together with any such other rules and regulations shall be referred to herein as the "Rules and
Regulations'). Landlord shall not be liable to Tenant for violation of any such Rules and Regulations by any other tenant in the
Building, or for the breach of any covenant or condition in any lease by any other tenant in the Building. By the signing of this
Lease, Tenant acknowledges that Tenant has read the Rules and Regulations set forth on Addendum "A' attached hereto and has
agreed to comply with the Rules and Regulations.
SECTION 15. RIGHT OF ACCESS
Upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access to the
Premises during all reasonable hours to inspect the Premises, to make reasonable repairs as required hereunder (provided,
however, Landlord shall have no obligation as a result of such examination to make any repairs other than as expressly set forth
herein), to remediate and remove Organics from the Premises (provided, however, Landlord shall have no obligation to remediate
and/or remove Organics), to maintain and repair any pipes, ducts, conduits and the like in and through the Premises (whether the
same service the Premises or other portions of the Building) and to exhibit the Premises to prospective purchasers, lenders or
tenants. Furthermore, upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access
to the Premises during all reasonable hours to construct and install any and all supports, improvements, pipes, ducts, conduits,
wires and mechanical equipment serving other portions of the Building, in, through, under or above the Premises that Landlord
deems desirable therefor, without the same constituting an actual or constructive eviction of Tenant; provided, however, Landlord
shall use reasonable efforts to minimize the disruption to Tenant's business. Furthermore, Tenant acknowledges that Landlord may
from time to time, construct improvements on, in or about other portions of the Building or in the vicinity of the Building and Tenant
agrees that any noise resulting from such construction activities shall not constitute an actual or constructive eviction of Tenant or be
deemed to violate any covenant of quiet enjoyment set forth in this Lease. If Landlord determines that as a result of any disruption
caused by any construction described in this paragraph (excluding construction of renovations or tenant finishes to the Premises for
the benefit of Tenant), Tenant is unable to use or occupy any portion of the Premises for the conduct of Tenant's business, then
Landlord shall abate Rent for such period as reasonably determined by Landlord in proportion to the part of the Premises which is
unusable by Tenant in the conduct of Tenant's business as reasonably determined by Landlord. Landlord and Its agents shall have
access to the Premises at any time without prior notice in the event of an emergency.
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SECTION 16. END OF TERM; HOLDOVER AND LEASE TERM EXTENSIONS
16A. Surrender of Premises and Unauthorized Holdover. (a) At the termination or expiration of the Term of this
Lease, Tenant shall surrender the Premises to Landlord In as good condition and repair as at the Commencement Date, reasonable
wear and tear and damage by fire and extended coverage perils excepted, and will leave the Premises broom -clean. If not then in
default, Tenant shall have the right prior to said termination to remove any equipment, furniture, trade fixtures or other personal
property placed in the Premises by Tenant, provided that Tenant promptly repairs any damage to the Premises or the Building
caused by such removal. Notwithstanding the foregoing, Tenant shall not have the right to remove any fixtures or equipment
constructed or installed in the Premises by Landlord or Landlord's contractor or agents. All of Tenant's personal property not
removed by Tenant on or before the termination or expiration of the Term of this Lease shall be considered abandoned by Tenant
and may be appropriated, stored, sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof to Tenant,
without any payment to Tenant and without any obligation to account to Tenant therefor. If any low -voltage cable and/or wiring has
been installed by Tenant or by Landlord at Tenant's request in the Premises or elsewhere in the Building (the "Low -Voltage
Wiring'), then at Landlord's election, and at Tenant's sole cost and expense, such Low Voltage Wiring shall be removed by Tenant
before the expiration or earlier termination of this Lease or removed by Landlord before or after the expiration or earlier termination
of this Lease. Tenant shall reimburse Landlord upon demand by Landlord for all costs incurred by Landlord in removing or storing
any abandoned personal property or Low -Voltage Wiring.
(b) If Landlord notifies Tenant in writing that Tenant must vacate the Premises by the end of a Lease Term and
Tenant holds over and remains in possession of the' Premises after such Lease Tern expiration date, or if Landlord or Tenant
exercises any right or option to terminate INN Lease or otherwise agree in writing to terminate this Lease and Tenant holds over and
remains in possession of the Premises after the date by which Tenant is required to vacate and surrender the Premises, then such
holding over shall operate as an extension of this Lease from month to month (such holdover shall be referred to herein as an
'Unauthorized Holdover' and the term of such Unauthorized Holdover shall be referred to herein as an "Unauthorized Holdover
Term'). Such Unauthorized Holdover Term shall be on all of the same terms and conditions as herein provided (other than the
duration of the term) and Tenant shall pay Landlord monthly Base Rent for the period of Its holdover equal to 120% of the amount of
the monthly Base Rent installment due and payable hereunder for the last full month of the Term before such holdover. Such
Unauthorized Holdover Term may be terminated by Landlord or Tenant delivering not less than thirty (30) days' prior written notice of
termination to the other party. In the event of the delivery of any such notice of termination, this Lease shall terminate upon the later
of the following (the "Unauthorized Holdover Termination Date"): (1) the date of termination set forth in such notice, (ti) the thirtieth
(301h) day after the delivery of such notice to the non -terminating party, or (iii) such other date as may be agreed upon in -writing by
Landlord and Tenant. In the event of any such termination of this Lease, Tenant shall vacate and surrender the Premises to
Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or before the Unauthorized Holdover Termination
Date. Notwithstanding anything -to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the
term of this Lease and (y) if following the Unauthorized Holdover Termination Date, Tenant has not vacated and surrendered the
Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as a new
Unauthorized Holdover and the monthly Base Rent payable for such new Unauthorized Holdover shall increase to 120% of the
amount of the monthly Base Rent due and payable hereunder for the immediately preceding Unauthorized Holdover Term.
Notwithstanding anything to the contrary set forth herein, the Base Rent payable for any Unauthorized Holdover Term shall not exceed
the amount permitted under the "Stark Law' (as defined in Section 21.13(a) hereof) as determined by Landlord. If any Unauthorized
Holdover violates the Stark Law, and as a result of such violation () Landlord or any affiliate of Landlord is denied any payment for
healthcare or related services under Medicare or any other "Federal Healthcare Program' (as defined in Section 21.13(c) hereof), or (5)
Landlord or any affiliate of Landlord voluntarily or involuntarily refunds any payment for healthcare or related services under Medicare or
any other Federal Healthcare Program, then in any such event, at Landlord's election, Tenant shall reimburse and pay to Landlord or
such affiliate the amount of such denied or refunded payment
16.2. Automatic One Year Extension Terms. (a) Landlord and Tenant acknowledge and agree that If the parties
mutually desire to renew or extend the Term of this Lease, then the preferred method for accomplishing such renewal or extension shall
be by the execution of a new lease of the Premises. Nothing set forth herein, however, shall obligate either Landlord or Tenant to
execute a new lease. If the parties do not enter into a new lease of the Premises, Tenant remains In possession of the Premises after
the expiration of the Tenn of this Lease and such continued possession does not constitute an Unauthorized Holdover, then in order to
prevent such continued possession from violating the Stark Law, the parties agree that this Lease shall be extended automatically for an
additional term of one (1) year (each such one (1) year term, a "One Year Extension Term'). Except as otherwise expressly provided
in Section 16.1(b) above, Tenant's failure to vacate and surrender the Premises in accordance with Section 16.1(a) above upon the
expiration of the Tenn of this Lease shall constitute Tenant's incontestable and irrevocable consent and agreement to extend the Term
of this Lease by such One Year Extension Term upon such terms and conditions as provided in this Section 16.2. Such One Year
Extension Tenn shall be on the same terms and conditions as contained in this Lease, except as provided otherwise In this Section
16.2. Annual Base Rent for each One Year Extension Term (the "New Base Rent', shall be determined as set forth below.
(1) Landlord shall endeavor to notify Tenant in writing of the New Base Rent payable for the Premises
during an One Year Extension Tenn (a "New Base Rent Noticel not less than 45 days prior to the commencement of such One Year
Extension Term; provided, however, failure to deliver a New Base Rent Notice to Tenant 45 or more days prior to the commencement of
such One Year Extension Tenn shall not constitute a breach or violation of the terms of this Lease by Landlord. Annual Base Rent for
an One Year Extension Tenn as set forth in a New Base Rent Notice shall be the amount equal to the fair market rental value of the
Premises, on an annual basis, as determined by Landlord. Landlord and Tenant agree that delivery of a New Base Rent Notice before
or after the exercise of any right or option to terminate this Lease shall not be deemed to void, cancel or otherwise affect the exercise of
such right or option to terminate unless Landlord and Tenant agree in writing to cancel the exercise of such right or option to terminate.
(2) If Landlord delivers the New Base Rent Notice to Tenant 45 or more days prior to the commencement of
such One Year Extension Tern, then the annual New Base Rent for such One Year Extension Tenn shall be the annual Base Rent for
the Premises as set forth in such New Base Rent Notice. If Landlord fails to deliver the New Base Rent Notice to Tenant 45 or more
days prior to the commencement of such One Year Extension Term or if Landlord does not deliver a New Base Rent Notice, then the
annual -New Base Rent rate for such One Year Extension Term shall be 115% of the amount of the annual Base Rent rate in effect
Immediately prior to the commencement of such One Year Extension Tenn. Beginning on the first day of such One Year Extenslon
Term and thereafter for the remainder of such One Year Extension Term, Tenant shall pay the New Base Rent in equal monthly
installments on the first day of each month of such One Year Extension Term. The parties agree that delivery of a New Base Rent
Notice to Tenant less than 45 days prior to the commencement of an One Year Extension Tenn shall not effect the calculation or
determination of the New Base Rent payable for such One Year Extension Term. Subject to the rights to terminate this Lease pursuant
to this Section 16.2, the determination pursuant to this paragraph of the New Base Rent payable for an One Year Extension Term shall
be incontestably binding on Tenant, shall not require the execution of any additional agreements by the parties, and shall be effective
regardless of any objection to or rejection of the One Year Extension Tenn or the New Base Rent amount by Tenant.
(b) Notwithstanding anything to the contrary set forth in this Lease, (1) Landlord may terminate this Lease effective
at any time during an One Year Extension Tern by delivering written notice of termination to Tenant at any time, and (2) Tenant
may terminate this Lease effective at any time during an One Year Extension Tenn by delivering written notice of termination to
Landlord no later than the thirtieth (30th) day after the commencement of such One Year Extension Term. Such notices may be
delivered prior to the commencement of any such One Year Extension Term. In the event of the delivery of any such notice of
termination, this Lease shall terminate upon the later of the following (the "One Year Extension Termination Date'): (i) the date of
termination set forth in such notice, (it) the thirtieth (301h) day after the delivery of such notice to the non -terminating party, or (iii)
such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any such termination of this Lease,
Tenant shall vacate and surrender the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or
before the One Year Extension Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the
foregoing termination option shall extend the term of this Lease and (y) if following the One Year Extension Termination Date,
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Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not
terminate, but instead shall continue as an Unauthorized Holdover subject to Section 16.1(b). Upon termination as provided above,
both parties shall be released of all obligations and liabilities arising under this Lease following the effective date of termination;
provided that the parties shall remain liable for all obligations under this Lease that have accrued prior to such termination or are
otherwise intended to survive termination of this Lease.
SECTION 17. TRANSFER OF LANDLORD'S INTEREST
In the event of any transfer or transfers of Landlord's interest in the Premises or in the real property of which the Premises
are a part, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from
and after the date of such transfer.
SECTION 1S. ESTOPPEL CERTIFICATE, ATTORNMENT, AND NON -DISTURBANCE
18.1. Estoppel Certificate. Within ten (10) days following receipt of Landlord's written request, Tenant shall deliver,
executed in recordable form, a declaration to any person designated by Landlord: (a) ratifying this Lease; (b) staling the
commencement and termination dates of the Lease; and (c) certifying (i) that this Lease is in full force and effect and has not been
assigned, modified, supplemented or amended (except by such writings as shall be stated); (11) that all conditions under this Lease
to be performed by Landlord have been satisfied (stating exceptions, if any); (iii) that no defenses, credits or offsets against the
enforcement of this Lease by Landlord exist (or stating those claimed); (iv) the sum of advance Rent, if any, paid by Tenant; (v) the
date to which Rent has been paid; (vi) the amount of the Security Deposit, if any, held by Landlord; and (vii) such other information
as Landlord reasonably requires. Persons receiving such statements of Tenant shall be entitled to rely upon them.
18.2. Sale of Landlord's Interest. In the event of the assignment of this Lease pursuant to any sale or assignment of
Landlord's interest in the Premises or the Building, then upon Tenant's receipt of written notice of such sale or assignment, Tenant
shall attom to and recognize such purchaser or assignee as Tenant's landlord under this Lease, and shall promptly execute and
deliver any Instrument that may be necessary to evidence such attomment. Upon the effective date of any such sale or assignment,
the assigning Landlord shall be released from all covenants and conditions as Landlord hereunder. Except as may be provided
otherwise in Section 18.3 or Section 18.4, and without further agreement between the parties, the purchaser or assignee shall be
deemed to have assumed all covenants and conditions of Landlord hereunder and this Lease shall continue In full force and effect
as a direct lease between such purchaser or assignee, as Landlord, and Tenant, subject to all of the terms, covenants and
conditions of this Lease, regardless of whether Tenant executes and delivers the instrument requested by such successor landlord.
No consent of Tenant shall be required in the event of any such sale or assignment which is made subject to this Lease, or to any
sale or conveyance of the Building or the Premises pursuant to which Landlord leases the Building or Premises back from such
purchaser or other transferee, in which case this Lease shall remain in full force and effect as a sublease between Landlord, as
sublessor and Tenant, as sublessee.
18.3. Subordination. This Lease shall be subject to and subordinate and inferior at all times to the lien of any
mortgage, to any deed of trust or other method of financing or refinancing now or hereafter existing against all or a part of Landlord's
interest in the Premises, the Building or the real property upon which the Building is located, and to any existing or future lease by
which Landlord as tenant leases the Premises, the Building and/or the ground upon which the Building is located (in which latter
Instance this Lease is a sublease), and to all renewals, modifications, replacements, consolidations and extensions of any of the
foregoing. Tenant shall execute and deliver all documents requested by any mortgagee, deed of trust or security holder or lessor to
effect such subordination. If Tenant fails to execute and deliver any such document requested by a mortgagee, deed of trust or
security holder or lessor to effect such subordination, Landlord is hereby authorized to execute such documents and take such other
reasonable steps as are necessary to effect such subordination on behalf of Tenant as Tenant's duly authorized irrevocable agent
and attorney -in -fact, it being agreed that such power is one coupled with an interest. Tenant's failure to execute and deliver such
documents or instruments provided for In this Section 18 within fourteen (14) days after the receipt by Tenant of a written request
shall constitute a default under this Lease. In the event of any foreclosure, sale in lieu of foreclosure or other sale or transfer of the
Premises, the Building or the real property upon which the Building is located pursuant to any such mortgage, deed of trust or other
security agreement or in the event of the termination or expiration of the lease, if any, by which Landlord as tenant leases the
Premises, the Building and/or the ground upon which the Building is located, the purchaser or the lessor under such lease, as the
case may be, at its option, may take over and assume the rights and interests of Landlord under this Lease (but such purchaser or
lessor shall have no obligation to do so), and in such event, Tenant shall attorn to such purchaser or lessor pursuant to the
provisions of this Lease; provided that, such purchaser or lessor shall not (i) be liable for any previous act or omission of Landlord
under this Lease, (ii) be subject to any offset, not expressly provided in this Lease, which theretofore accrued to Tenant against
Landlord, or (iii) be bound by any previous prepayment of more than one (1) month's Rent.
18.4. Subordination to Prime Lease
(a) The Building or the Premises are leased to Landlord pursuant to that certain NIA, dated as of N/A (said lease as
amended or renewed and any replacement lease effective upon the expiration of said lease shall hereinafter be referred to as the
'Prime Lease'), between N/A, as lessor/landlord (said lessor/landlord, its successors and assigns shall be referred to herein as the
'Prime Lessor), and Landlord, as lessee/tenant. Unless renewed or extended, the current term of the Prime Lease will expire on
NiA. Accordingly, this Lease Is a sublease and is subject and subordinate to the Prime Lease and to all of the matters to which the
Prime Lease is or shall be subordinate. Notwithstanding anything to contrary provided elsewhere in this Lease, if the Prime Lease
expires or otherwise terminates prior to the date of expiration of the term of this Lease (including without limitation, any extension of
the term pursuant to Section 16 or pursuant to any amendment to this Lease) and such Prime Lease is not renewed or extended,
then the term of this Lease shall expire and terminate on the date of expiration or termination of the Prime Lease unless Prime
Lessor assumes this Lease as provided In Section 18.3 above. Tenant shall indemnify and hold Landlord harmless from and
against any and all claims, demands, actions, losses, damages, orders, judgments, costs and expenses (Including, without
limitation, holdover rent and damages payable under the Prime Lease, reasonable attorneys' fees and costs of litigation) incurred by
Landlord as a result of or arising from Tenant's failure to vacate and surrender the Premises in accordance with the terms of Section
16.1(a) of this Lease on or before the date of expiration or termination of the Prime Lease. Tenant acknowledges that Landlord shall
have no obligation to renew or extend the term of the Prime Lease or enter into a new lease with Prime Lessor, provided, however,
Landlord shall notify Tenant of any renewal or extension of the term of the Prime Lease or of the execution of any new lease with
Prime Lessor for the Building or Premises.
(b) Insofar as Prime Lessor is or may be obligated to furnish any services to the Premises, to repair or rebuild the
Premises or the Building, to perform any other act whatsoever with respect to the Premises or the Building or to perform any
obligation or satisfy any condition of the Prime Lessor under the Prime Lease, Tenant expressly acknowledges and agrees that
notwithstanding anything to the contrary provided in this Lease, Landlord does not undertake the performance or observance of
such obligations. Furthermore, Tenant expressly acknowledges and agrees that notwithstanding anything to the contrary provided
in this Lease, if Landlord does not possess the requisite right, power or authority under the Prime Lease to provide or perform any
service, duty or obligation required by the terms of this Lease, then Landlord shall have no obligation under this Lease to provide or
perform such service, duty or obligation. Landlord, however, agrees to use commercially reasonable efforts to obtain Prime
Lessor's performance of Prime Lessor's obligations under the Prime Lease for Tenant's benerd, but without obligating itself to
institute legal action or incur any out of pocket expense. If after receipt of written request from Tenant, Landlord falls or refuses to
lake commercially reasonable actions for the enforcement of Landlord's rights against Prime Lessor with respect to the Premises,
Tenant shall have the right to take such action in Tenant's own name. Tenant shall be subrogated to such rights to the extent that
the same shall apply to the Premises.
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(c) This Section 18.4 shall not apply if in Section 18.4(a) above, the name of the Prime Lessor is not inserted or
either 'None' or 'N/A" is inserted for the name of the Prime Lessor.
SECTION 19. NOTICES
(a) Any notice required or permitted to be given hereunder shall be in writing and may be given by: (i) hand delivery
and shall be deemed given, delivered and received on the date of delivery; (ii) registered or certified mail and shall be deemed
given, delivered and received on the third day following the date of mailing; or (iii) overnight delivery and shall be deemed given,
delivered and received on the following day.
(b) All notices to Tenant shall be addressed to Tenant at the Building of which the Premises are a part and to
Landlord as follows (or to any other address that Landlord shall designate in writing):
Denton Regional Medical Center
With a copy to:
And to:
3535 S. 1-35E
Denton. Texas 76210
HCA Inc.
Lincoln Harris CSG
Attention: Administration
One Park Plaza
3537 S. I-35 E., Suite 205
Nashville, TN 37203
Denton, Texas 76210
Attention: Vice President, Real Estate
Attention: Property Manager
(c) In the event a party hereto delivers written notice by a method not authorized pursuant to Section 19(a) above
(e.g. fax or emall)(a "Nonconforming Notice/, (I) such Nonconforming Notice shall be deemed to be duly given, delivered and
received if and only if the recipient of such Nonconforming Notice acknowledges its receipt and acceptance of such Nonconforming
Notice in writing by a method authorized in Section 19(a) or by the same method as such Nonconforming Notice was delivered to
such recipient, and (5) the date such Nonconforming Notice shall be deemed to have been given, delivered and received shall be
the date of acceptance of such Nonconforming Notice by the recipient thereof set forth in its written acknowledgment of receipt and
acceptance. A Nonconforming Notice shall not be deemed given, delivered, received or accepted unless the recipient thereof shall
have acknowledged its receipt and acceptance of such Nonconforming Notice in writing as provided above. Neither Landlord nor
Tenant shall have any obligation to accept a Nonconforming Notice.
SECTION 20. TERMINATION AS A RESULT OF DEATH OR DISABILITY
20.1. Right to Terminate. Provided that Tenant is a solo practitioner or a professional corporation with one
shareholder, and provided that Tenant, at the time of such practitioner's or shareholders death or "Permanent Disability' (as
hereinafter defined), is not in default under any term or condition of this Lease, then subject to the terms of this Section, Tenant or
the legal representative of his/her estate shall have the right to terminate this Lease by giving Landlord not less than sixty (60) days
prior written notice of termination, accompanied by satisfactory documentation of death or Permanent Disability. Within thirty (30)
days after Landlord's receipt of such notice of termination, Landlord shall notify Tenant or the legal representative of his/her estate in
writing of the amount of the cancellation fee (the "Cancellation Fee") that shall be required as consideration for the termination of
this Lease. The Cancellation Fee shall be the sum of (A) the amount determined by Landlord In its reasonable judgment to be the
amount that is commercially reasonable under the circumstances existing at the time of exercise of this option to terminate, plus (B)
the unamortized portion of any tenant Improvements, finish or renovation allowance provided by Landlord in connection with this
Lease remaining as of the effective dale of termination (said amortization to be calculated on a straight-line basis over the entire
Tern). Payment of the Cancellation Fee, if any, shall be a condition precedent to the termination of this Lease under this Section. If
such notice of termination shall be duty given, then this Lease shall terminate upon the later of (1) the date of termination set forth in
such notice, (it) the sixtieth (60th) day after the date of delivery of such notice of termination, (Ili) the date Tenant or the legal
representative of his/her estate pays the Cancellation Fee, or (iv) the dale Tenant vacates and surrenders the Premises in
accordance with Section 16.1(a) of this Lease. Tenant or the legal representative of his/her estate shall vacate and surrender the
Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease by the later of the date set forth in clause (i)
or (ii) above. "Permanent Disability' shall mean that such practitioner or shareholder is medically determined to be permanently
unable to practice medicine as a result of a permanent physical disability.
20.2. Coroorations Partnerships and Limited Liability Companies. If Tenant consists of two or more individual
persons or entities and each such entity is wholly owned by an individual person or if Tenant is a partnership, limited liability
company or corporation with two or more partners, members or shareholders who are each individual persons, Landlord agrees to
release from liability under this Lease any deceased or Permanently Disabled person or partner (or any entity that is wholly owned
by a deceased or Permanently Disabled person), and Landlord agrees to release from liability under any guaranty of this Lease any
deceased or Permanently Disabled member or shareholder who has guaranteed this Lease; provided that (a) the remaining
person(s) who constitute Tenant, the remaining partners and the remaining shareholder(s) or member(s) guarantying this Lease, as
the case may be, assume all liabilities and obligations from which such person has been released, (b) Tenant is not in default under
the terms of this Lease, and (c) no event has occurred which with the giving of notice and/or the passage of time would constitute a
default by Tenant under this Lease. Upon the occurrence of any such death or Permanent Disability, Tenant may give Landlord
written notice, which shall include satisfactory evidence of any Permanent Disability, and such release shall be effective upon
execution of appropriate release and assumption agreements by the parties.
SECTION 21. MISCELLANEOUS PROVISIONS
21.1. Attorneys' Fees. In the event that suit is brought by either party against the other for a breach or default under
the terms of this Lease, the prevailing party shall be entitled to reasonable attomeys' fees, which sum shall be fused by the court.
21.2. Time of Essence. Time Is of the essence with respect to the performance of every provision of this Lease.
21.3. Headings: Certain Definitions. The Section and paragraph captions contained In this Lease are for convenience
only and shall not be considered in the construction or interpretation of any provision hereof.
21.4. Incorporation of Prior Agreements: Amendments. This Lease, the Addenda and the Exhibits attached hereto
and incorporated herein contain all of the agreements of the parties hereto with respect to any matter covered or mentioned in this
Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of
this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective
successors in interest.
21.5. Waivers of Subrogation and Claims. Landlord and Tenant hereby mutually waive any and all claims and rights
of recovery against one another based upon the negligence of either Landlord or Tenant or their agents or employees for real or
personal property loss or damage occurring to the Premises or to the Building or any part thereof or any personal property located
therein from perils which are able to be insured against in standard fire and extended coverage, vandalism and malicious mischief
and sprinkler leakage insurance contracts (commonly referred to as 'All Risk"), whether or not such Insurance is actually carried. If
either party's insurance policies do not permit this waiver of subrogation, then such party will obtain such a waiver from its insurer at
its sole expense. Furthermore, notwithstanding anything to the contrary set forth herein, Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or on the Premises from any cause
other than Landlord's gross negligence or intentional misconduct, and Tenant hereby waives all claims in respect thereof against
Landlord.
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21.6. Waiver. No waiver by Landlord or Tenant of any breach or default of any term, agreement, covenant or
condition of this Lease shall be deemed to be a waiver of any other term, agreement, covenant or condition hereof or of any
subsequent breach by Landlord or Tenant of the same or any other term, agreement, covenant or condition. Landlord's consent to
or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining
of Landlord's consent to or approval of any subsequent act of Tenant, whether or not similar to the act so consented to or approved.
No act or thing done by Landlord or Landlord's agents during the Term of this Lease shall be deemed an acceptance of a surrender
of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. The
subsequent acceptance of Rent shall not be deemed a waiver of any preceding breach by Tenant of any agreement, covenant or
obligation of Tenant or any other tern or condition of this Lease. No delay in billing or any failure to bill Tenant for any Rent, nor any
inaccurate billing of Rent shall constitute a waiver by Landlord of its right to collect and to enforce Tenant's obligation to pay the full
amount of Rent due and payable under this Lease, as the same may be adjusted or increased from time to time.
21.7. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of an amount less than is due
hereunder shall be deemed to be other than payment towards or on account of the earliest portion of the amount then due by
Tenant, nor shall any endorsement or statement on any check or payment (or In any fetter accompanying any check or payment) be
deemed an accord and satisfaction (or payment in full) and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such amount or pursue any other remedy provided herein.
21.8. Quiet Enjoyment. Subject to the terms, covenants, conditions and limitations set forth in this Lease, Tenant
shall have quiet enjoyment and possession of the Premises free from eviction or interference by Landlord so long as Tenant pays as
and when due the Rent and other charges provided herein and otherwise fully and punctually performs and complies with all the
terms, covenants, conditions and limitations set forth in this Lease.
21.9. Late Payments. If any monthly installment of Base Rent or any payment of Additional Rent is not received by
Landlord within ten (10) days after such installment or payment is due and payable (the 'Late Payment Date'), then Tenant shall,
upon demand, at Landlord's election, pay Landlord a late charge of five percent (5%) of the amount of such Installment or payment.
In addition, if any such past due installment of Base Rent or payment of Additional Rent is not received by Landlord within the thirty
(30) day period following the Late Payment Date or within any subsequent thirty (30) day period, such past due installment or
payment shall, upon demand, at Landlord's election, be subject to an additional late charge in the same amount for each such thirty
(30) day period until paid. Such late charge is to defray the administrative costs and inconvenience and other expenses which
Landlord will incur on account of such delinquency. If any amount payable to Landlord under this Lease are not paid in full on or
before the due date thereof, then Tenant shall, upon demand, at Landlord's election pay interest on the unpaid balance at the lesser
of the following rates (the 'Interest Rate'): (a) the prime rate of interest as published by The Wag Street Jouma/ from time to time,
plus four percent (40/6) per annum, with each change in such prime rate being effective on the date such change is published, or (b)
the highest rate permitted by applicable law.
21.10. Binding Effect. This Lease shall be binding upon, and inure to the benefit of the parties hereto, their heirs,
successors, assigns, executors and administrators. However, nothing in this Section shall be deemed to amend the provisions of
Section 10 on assignment and subletting. If Tenant comprises more than one person or entity, then all such persons and entities
shall be jointly and severally liable for the full and prompt performance of all obligations, indemnities and agreements to be
performed or observed by Tenant under and pursuant to this Lease, including but not limited to the payment of Rent and any and all
other sums required to be paid by Tenant hereunder when due. This Lease may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one and the same instrument.
21.11. Charges and Fees. If Tenant requests from Landlord a "Requested Approval' (as defined below) and
Landlord is willing to provide such Requested Approval, then if required by Landlord in its discretion, Tenant shall, at Landlord's
option, either (A) pay to Lanbtord the fee set by Landlord for processing, negotiating and providing such Requested Approval, or (B)
reimburse to Landlord the fees and costs paid by Landlord to its attorneys for the review, negotiation and preparation and/or
moderation of the Requested Approval and any additional documents or agreements Landlord may require in connection with such
Requested Approval. If requested by Tenant, Landlord shall notify Tenant of the amount of the fee, if any, set by Landlord for
processing, negotiating and providing such Requested Approval. Tenant shall pay such fee set by Landlord or such attorneys' fees
and costs, as the case may be, within thirty (30) days after the submission to Tenant of an invoice for the same; provided, however,
Landlord may in its discretion, require that any fee set by Landlord be paid prior to the granting of such Requested Approval. As
used in this Section a "Requested Approval" shall mean (a) any consent, approval or waiver requested by Tenant with respect to
(i) any permitted or prohibited use of the Premises, (II) alterations and improvements to the Premises, (III) any subletting or
assignment, or (iv) any other change In the terms, conditions or provisions of this Lease or any other matter under this Lease, and
(b) any estoppel certificate, lien waiver or other certificate or agreement requested by Tenant, with such modifications to such
consent, approval, waiver, certificate of other agreement as are required by Landlord. If, Tenant is required pursuant to the terms of
this Lease to provide any certificate, statement or other information and Tenant fails to provide such certificate, statement or other
information within the time period required under this Lease, then in addition to any other rights or remedies that Landlord may have
under this Lease with respect to such failure, then if required by Landlord in its discretion, Tenant shall pay to Landlord an
administrative processing fee in the amount of $100 (subject to adjustment from time to time by Landlord in its reasonable discretion
and after delivery of written notice of such adjustment to Tenant) for each notice subsequent to the first notice sent to Tenant
requesting such certificate, statement or other information, which fee shall be paid to Landlord within ten (10) days after invoiced to
Tenant. if a specific time period is not provided, then the time period for delivering a certificate, statement and other information that
is to be provided on request or demand shall be ten (10) days after request or demand.
21.12. Governing Law. This Lease shall be governed by the laws of the state where the Building is located.
21.13. Regulatory Matters. (a) Landlord and Tenant enter into this Lease with the intent of conducting their
relationship and implementing the agreements contained herein in full compliance with applicable federal, state and local law,
including without limitation, the Medicare/Medicaid Anti -Kickback statute and regulations, as amended (the "Anti -Kickback Law"),
and Section 1877 of the Social Security Act, as amended and the regulations promulgated thereunder (the "Stark Law').
Notwithstanding any unanticipated effect of any of the provisions of this Lease, neither party will intentionally conduct Itself under the
terms of this Lease in a manner that would constitute a violation of the Anti -Kickback Law or the Stark Law. Without limiting the
generality of the foregoing, Landlord and Tenant expressly agree that nothing contained in this Lease shall require either party to
refer any patients to the other, or to any affiliate or subsidiary of the other.
(b) If any legislation, regulation or government policy is passed or adopted, the effect of which would cause either
party to be in violation of such laws due to the existence of any provision of this Lease, then Landlord and Tenant agree to negotiate
in good faith for a period of ninety (90) days to modify the terms of this Lease to comply with applicable law. Should the parties
hereto fail to agree upon modified terms to this Lease within this time, either Landlord or Tenant may immediately terminate this
Agreement by giving written notice to the other party.
(c) Tenant represents and warrants to Landlord that Tenant (i) is not currently excluded, debarred or otherwise
Ineligible to participate in Medicare or any federal health care program under section 1128 and 1128A of the Social Security Act, as
amended or as defined in 42 U.S.C. § 1320a-7b(% as amended (the "Federal Health Care Programs'); (it) has not been convicted
of a criminal offense related to the provision of healthcare items or services but has not yet been excluded, debarred, or otherwise
declared ineligible to participate in any Federal Health Care Program; and (iii) is not under investigation or otherwise aware of any
circumstances which may result in Tenant being excluded from participation in any Federal Health Care Program. The foregoing
representation shall be an ongoing representation and warranty during the Term of this Lease and Tenant shall immediately notify
Landlord of any change in the status of the representation and warranty set forth in this Section. Landlord shall have the right to
1911373.1
Gross Lease
5101/08
immediately terminate this Lease in the event the representation and warranty set forth in this Section is or becomes untrue at any
time.
(d) For purposes of this Section of this Lease, 'Protected Health Information', or "PHI', shall have the meaning
defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Subparts A and E of Part
164 (the "Privacy Standards'), as promulgated by the Department of Health and Human Services ("HHS') pursuant to the
Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ('HIPAA'), as amended
from lime to time. Tenant agrees to reasonably safeguard PHI from any intentional or unintentional disclosure in violation of the
Privacy Standards by implementing appropriate administrative, technical and physical safeguards to protect the privacy of PHI.
Tenant further agrees to implement appropriate administrative, technical and physical safeguards to limit incidental disclosures of
PHI, including disclosures to Landlord, its subcontractors and agents. The parties agree that neither the Landlord nor its
contractors, subcontractors or agents shall need access to, nor shall they use or disclose, any PHI of Tenant. However, in the event
PHI is disclosed by Tenant or its agents to Landlord, its contractors, subcontractors or agents, regardless as to whether the
disclosure is inadvertent or otherwise, Landlord agrees to lake reasonable steps to maintain, and to require its contractors,
subcontractors and agents to maintain, the privacy and confidentiality of such PHI. The parties agree that the foregoing does not
create, and is not intended to create, a "Business Associate' relationship between the parties as that term is defined by the
Privacy Standards.
(e) If the Stark Law applies to this Lease and there are any other contracts or agreements between Landlord and
Tenant (or any 'immediate family member (as defined by the Stark Law) of Tenant), then Landlord shall include this Lease and
such other agreements and contracts on Landlord's centrally maintained and updated master list of contracts. Such list of contracts
is and shall be available for review by the Secretary of the U.S. Department of Health and Human Services upon request.
(f) Tenant represents and warrants to Landlord that (a) neither Tenant nor any person or entity that owns a five
percent (5%) or greater equity interest in Tenant nor any of Tenant's officers, directors, members, general or limited partners
(Tenant and such owners, officers, directors, members and partners shall be referred to collectively as the "Tenant Owner) is a
"Blocked Party" (as defined below); (b) Tenant is not controlled by, or acting, directly or Indirectly, for or on behalf of, any Blocked
Party; and (c) Tenant has not instigated, negotiated, facilitated, executed or otherwise engaged in this Lease, directly or indirectly,
for or on behalf of any Blocked Party. The foregoing representation shall be an ongoing representation and warranty during the
Term of this Lease and Tenant shall immediately notify Landlord of any change in the status of the representation and warranty set
forth In this Section. Landlord shall have the right to immediately terminate this Lease in the event the representation and warranty
set forth in this Section is or becomes untrue at any time. As used herein 'Blocked Party' shall mean any party or nation that (a) is
listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control,
Department of the U.S. Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) or other
similar requirements contained in the rules and regulations of OFAC (the "Order) or in any enabling legislation or other Executive
Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders") or
an any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant
to any other applicable Orders (such lists are collectively referred to as the "Lists"), all as amended from time to time; or (b) has
been determined by competent authority to be subject to the prohibitions contained in the Orders.
21.14 Landlord's Relocation Option. Subject to the terms and conditions set forth in this subsection, upon not less
than ninety (90) days prior written notice to Tenant, Landlord shall have the right to relocate Tenant to other space designated by
Landlord within the Building (the "Relocation Space"), provided that: (1) the floor area of such Relocation Space Is not materially
less than the floor area of the Premises, (11) the tenant finishes in such Relocation Space are comparable to the tenant finishes In
the Premises, (III) the Base Rent for the Relocation Space is not more than the Base Rent for the Premises; (iv) such relocation shall
be performed on a weekend so as to minimize any interruption to Tenant's business, and (v) Landlord shall reimburse Tenant for the
costs of sdch relocation, including, without limitation, moving costs, installation of telecommunication and computer lines, and
printing vests for new stationary. Reimbursement pursuant to clause (v) above shall be made to Tenant in the form of a rent credit
which shall be applied towards the first month's rent due for the Relocation Space and will be based upon invoice(s) presented to
Landlord itemizing the costs incurred and the services(s) rendered. Landlord and Tenant shall enter into a new lease for the
Relocation Space (the "Relocation Space Lease'), effective as of the "Relocation Date" (as defined below in this subsection). The
Relocation Space Lease shall be on Landlord's then current lease forms, shall set forth the base rental rate for the Relocation
Space (the "Relocation Space Base Rent") and shall include such additional terms as Landlord and Tenant mutually agree. The
Relocation Space Base Rent shall be an amount equal to the fair market rental value of the Relocation Space, on an annual basis.
Such fair market rental value shall be determined by Landlord based on a survey of rental rates being charged in the market area
which encompasses the Building for space comparable to the Relocation Space (taking into account the quality, age, floor level,
quality of tenant improvements provided and other relevant factors) and assuming lease terms which allocate responsibility for
taxes, Insurance and other costs of operating, maintaining and repairing the building, the common areas and the Relocation Space
in the same manner as this Lease. The effective date (the "Relocation Date") of any relocation and of any amendment changing
the Premises from the Existing Space to the Relocation Space shall be the date Tenant physically relocates from the Existing Space
to the Relocation Space.
21.15. Building Closure or Demolition. Tenant acknowledges and agrees that Landlord shall have the right (but not the
obligation) to close or demolish the Building at any time during the term of this Lease. If Landlord decides to close or demolish the
Building, then Landlord may terminate this Lease by giving Tenant not less than 180 days' prior written notice of termination. If
Landlord delivers such notice of termination, then this Lease shall terminate upon the later of the following (the "Closure
Termination Date): (1) the date of termination set forth in such notice, (11) the 180th day after the date Tenant receives such notice
of termination from Landlord, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any
such termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord on or before the Closure Termination
Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the
term of this Lease and (y) if following the One Year Extension Termination Date, Tenant has not vacated and surrendered the
Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as an
Unauthorized Holdover subject to Section 16.1(b). The parties agree that in the event of any such termination, they shall not enter
into a new agreement for the lease or occupancy of the Premises by Tenant at any time prior to one year after the Commencement
Dale. Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under the Lease
following the effective date of termination; provided that the parties shall remain liable under the provisions of the preceding
sentence and for all obligations under the Lease that have accrued prior to such termination or are otherwise intended to survive
termination of this Lease. Upon termination as provided above, both parties shall be released of all obligations and liabilities arising
under this Lease following the effective date of termination; provided that the parties shall remain liable for all obligations under this
Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease.
21.16. Submission of Lease. Submission of this Lease to Tenant does not constitute an offer to lease; this Lease shall
become effective only upon execution and delivery thereof by Landlord and Tenant.
21.17. No Smoking. Tenant and its employees, representatives, contractors or invitees shall not smoke within the
Building, in any common areas (inside or outside), or anywhere on the Hospital campus, or throw cigar or cigarette butts or other
substances or litter of any kind In or about the Building, the common areas or the Hospital campus, except in receptacles for that
purpose.
21.16. Radon Gas. (Applicable in Florida only) Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from the local county public health unit.
1911373.1 12
•Gross Lease
5/01108
SECTION 22. ADDENDA
The following Addenda and/or Riders are attached to this Lease and made a part hereof: Addendum A, Rules and
Regulations. First Amendment.
[signatures on next page]
1911373.1
Gross Lease
5/01108
IN WITNESS WHEREOF. the parties have duly executed this Lease the day and year first above written.
WITNESS
As to Tenant: TENANT:
Ci of Dent
(W' ess ignatur
By:
to ss printed Name) (Signature)
(Witness Signature)
(Witness Printed Name)
WITNESS
As to Landlord:
(Witness Signature)
(Witness Printed Name)
(Witness Signature)
(Witness Printed Name)
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXA
By
Name: George Campbell
Title: City Manager //
kw Date: VY116 /
[Date must be 101sertedfat time of execution]
LANDLORD:
Columbia Medical Center of Denton Subsidiary. LP dlbla
Denton Regional Medical Center
By: Columbia North Texas Subsidiary GP, LLC
Its: general partner
By:
(Signature)
Name: Caleb O'Rear
Title: Chief Executive Officer
Dale:
[Date must be Inserted at time of execution]
1911373.1 14
Gross Lease
5101/08
ADDENDUM "A" TO MEDICAL OFFICE BUILDING LEASE
RULES AND REGULATIONS
1. CONDUCT
Tenant shall not conduct its practice or business, or advertise such business, profession or activities of Tenant conducted
in the Premises in any manner which violates local, state or federal laws or regulations.
HALLWAYS AND STAIRWAYS
Tenant shall not obstruct or use for storage, or for any purpose other than ingress and egress, the sidewalks, entrance,
passages, courts, corridors, vestibules, halls, elevators and stairways of the Building.
3. NUISANCES
Tenant shall not make or permit any noise, odor or act that is objectionable to other occupants of the Building to emanate
from the Premises and shall not create or maintain a nuisance thereon.
MUSICAL INSTRUMENTS, ETC.
Tenant shall not install or operate any phonograph, musical instrument, radio receiver or similar device in the Building in
such manner as to disturb or annoy other tenants of the Building or the neighborhood. Tenant shall not install any antennae, aerial
wires or other equipment outside the Building without the prior written approval of Landlord.
5. LOCKS
With the exception of Tenant's pharmaceuticals locker or storage facility, no additional locks or bolts of any kind shall be
placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof.
Tenant must upon the termination of its tenancy restore to Landlord all keys to the Premises and toilet rooms either furnished to or
otherwise procured by Tenant, and in the event of loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.
OBSTRUCTING LIGHT, DAMAGE
The sash doors, sashes window glass doors, lights and skylights that reflect or admit light into the halls or other places of
the Building shall not be covered or obstructed. The toilets and urinals shall not be used for any purpose other than those for which
they were intended and constructed, and no rubbish, newspapers or other substance of any kind shall be thrown into them. Waste
and excessive or unusual use of water shall not be allowed. Tenant shall not mark, drive nails, screw or drill into, paint, nor in any
way deface the walls, ceilings, partitions, floors, wood, stone or iron work. The expense of any breakage, stoppage or damage
resulting from a violation of this rule by Tenant shall be borne by Tenant. Tenant shall be permitted to hang pictures on office walls,
but it must be done in a workmanlike manner and in such a way as not to damage or deface such walls.
7. WIRING
Electrical wiring of every kind shall be introduced and connected only as directed by Landlord, and no boring nor cutting of
wires will be allowed except with the consent of Landlord. The location of the telephone, call boxes, eta, shall be subject to the
approval of Landlord.
EQUIPMENT, MOVING, FURNITURE, ETC.
Landlord shall approve the weight, size and position of all fixtures, equipment and other properly brought into the Building,
and the times of moving which must be done under the supervision of Landlord. Landlord will not be responsible for any loss of or
damage to any such equipment or property from any cause, and all damage done in the Building by moving or maintaining any such
property shall be repaired at the expense of Tenant. All equipment shall be Installed as required by law, and in accordance with and
subject to written approval received on written application of tenant.
REQUIREMENTS OF TENANT
The requirements of Tenant will be attended to only upon application at the office of Landlord or its Property Manager.
Employees of Landlord or its Property Manager shall not perform any work nor do anything outside their regular duties unless under
special instructions from Landlord or its Property Manager. No such employees shall admit any person, Tenant or otherwise, to any
other office without Instruction from the office of Landlord or its Property Manager. All janitorial services personnel, guards or any
outside contractors employed by Tenant shall be subject to the regulations and control of Landlord, but shall not act as an agent or
servant of Landlord.
10. MEDICAL AND HAZARDOUS WASTES
Tenant shall comply with all policies established from time to time by Landlord regarding the storage and disposal of
hazardous substances, wastes and materials, and medical, special or infectious wastes. Tenant shall not dispose or flush down any
drains any corrosive chemicals that might cause any damage to the Building or Premises plumbing.
11. ACCESS TO BUILDING
Any person entering or leaving the Building may be questioned by Building security regarding his/her business in the
Building and may be required to sign in and out. Anyone who fails to provide a satisfactory reason for being in the Building may be
excluded,
12. VEHICLES, ANIMALS, REFUSE
Tenant shall not allow anything to be placed on the outside window ledges of the Premises or to be thrown out of the
windows of the Building. No bicycle or other vehicle, and no animal (other than seeing eye dogs) shall be brought into the offices,
halls, corridors, elevators or any other parts of the Building by Tenant or the agents, employees or invitees of Tenant, and Tenant
shall not place or permit to be placed any obstruction or refuse in any public part of the Building,
13. EQUIPMENT DEFECTS
Tenant shall give Landlord prompt notice of any accidents to or defects in the water pipes, gas pipes, electric lights and
fixtures, heating apparatus, or any other service equipment.
14. PARKING
Unless otherwise specified by Landlord, Tenant and its employees may park automobiles only in spaces designated by
Landlord for such purpose and shall in no event park in spaces reserved for public parking. Tenant agrees that Landlord assumes
no responsibility of any kind whatsoever in reference to such automobile parking area or the use thereof by Tenant or its agents or
employees.
15. CONSERVATION AND SECURITY
Tenant will see that all windows and doors are securely locked, and that all faucets and electric light switches are turned
off before leaving the Building.
16. SIGNAGE
Tenant shall not place any sign upon the Premises or the Building without Landlord's prior written consent.
1911373.1
Gross Lease
5101 108
ADDENDUM "B" TO MEDICAL OFFICE BUILDING LEASE
GUARANTY
As a material part of the consideration inducing Landlord to execute this Lease with Tenant, the undersigned, being one
or more of the shareholders, members, partners or owners, as the case may be, of Tenant (who are collectively hereinafter referred
to as the "Guarantors"), join in the execution of this Lease and jointly and severally, do hereby unconditionally guarantee the full
performance by Tenant of all obligations, indemnities and agreements to be paid, performed or observed by Tenant under and
pursuant to this Lease, including but not limited to the payment of Rent and any and all other sums required to be paid by Tenant
hereunder when due. The Guarantors further hereby give and grant to Landlord the rights, power and authority, without notice to or
approval of any of them and without In any way prejudicing, impairing or affecting any of the Guarantors' liability hereunder, to alter,
extend or otherwise modify this Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay
enforcing the payment of Rent or other sums due under the Lease or enforcing any other obligations of Tenant under the Lease; to
release any other person liable for Tenant's obligations under the Lease or any other collateral Landlord may hold for the obligations
of Tenant under the Lease; to proceed directly against the Guarantors or any of them on this Guaranty whether or not action is
brought against Tenant and whether or not Tenant is joined in any such action, without resort to any security which may be held by
Landlord, and without first having exhausted the remedies it may have against Tenant.
The Guarantors hereby waive demand and/or notice of any kind including, but not limited to, notice of default or breach on
the part of Tenant of any of the provisions of this Lease or notice of the existence, creation or incurring of any new, different, or
additional obligation as aforesaid.
This Guaranty is and shall be construed to be an irrevocable, absolute, unlimited and continuing guaranty of payment and
performance, and the liability of each Guarantor hereunder and Landlord's right to pursue each Guarantor shall not be affected,
delayed, limited, impaired or discharged, in whole or in part, by reason of any extension or discharge that may be granted to the
Tenant, whether in proceedings under the Bankruptcy Code or any amendments thereof, or under any other state or other federal
statutes, or otherwise. Each Guarantor expressly waives the benefits of any extension or discharge granted to Tenant or to any
other Guarantor. This Guaranty shall survive notwithstanding the expiration or termination of the Lease and this Guaranty shall
survive with respect to any sums previously received from Tenant or from any Guarantor that Landlord may be required to repay in
any proceeding described in this paragraph.
Each Guarantor further agrees to pay Landlord upon demand reasonable attorneys' fees and all costs and other
expenses incurred by it in collecting or compromising any obligation hereby guaranteed, or in enforcing this Guaranty against the
Guarantors.
The Landlord shall have the right, without affecting any Guarantor's obligations hereunder, and without demand or notice,
to tolled first from the Tenant, and to exercise its rights of setoff against any asset of the Tenant, and to otherwise pursue and
collect from the Tenant any other indebtedness of the Tenant to the Landlord not covered by this Guaranty, and any sums received
from the Tenant, whether by voluntary payment, offset, or collection efforts, may be applied by the Landlord as it sees fit, including
the application of all such amounts to other debts not guaranteed by the Guarantors. Subrogation rights or any other rights of any
kind of any Guarantor against the Tenant, if any, shall not become available until all Indebtedness and obligations of the Tenant to
the Landlord are paid in full. This Guaranty shall survive the expiration or termination of the Lease to the extent the obligations of
the Tenant thereunder likewise survive.
GUARANTOR;
None Reouired
(Signature)
1911373.1
Gross Lease
5/01/OB
EXHIBIT A-1
Location of the Building or Description of the Land upon which the Building Is Located
TRACT
LEASE PROPERTY DESCRIPTION:
Being 1.0474 acres of land and being a part of Lot 1 R-R, Block 1, Denton Regional Medical Center
Addition, an addition to the City of Denton, Denton County, Texas as shown by the plat recorded in
Cabinet'P', page 37 of the plat records of Denton County, Texas and a tract of land situated in the M.E.P.
and P.R.R. Co. Survey, Abstract No. 950, City of Denton, Denton County, Texas according to the deed
recorded in Volume 3245, Page 699 of the real property records of Denton County, Texas and more
particularly described by metes and bounds as follows:
Commencing at 1/2-inch iron rod found at the southeast corner of Lot 1 R-R, Block 1, Denton Regional
Medical Center Addition, an addition to the City of Denton, Penton County, Texas as shown by the plat
recorded in the Cabinet 'P', page 37 of the plat records of Denton County, Texas, being the intersection of
the northeast right-of-way line of Interstate Highway No. 35-E (a variable width right-of-way) and with the
westerly right-of-way line of Mayhill Road (a 120 foot wide right-of-way);
Thence along the westerly right-of-way line of said Mayhill Road as follows:
N 39158'23" E, along the east boundary line of said Lot 1, 99.86 feet to a 1/2-inch iron rod found
at the beginning of a curve to the left;
Northeasterly, 522.24 feet along said curve to the left, having a radius of 1,270.00 feet, a central
angle of 23133'38" and a chord bearing N 28011'34" E, 518.56 feet.to a 1/2-inch iron rod found at
the end of said curve, for the beginning of a curve to the left;
Northeasterly, 43.76 feet along said curve to the left, having a radius of 790.00 feet, a central
angle of 03010'26" and a chord bearing N 05°35'50" E, 43.76 feet to a 1/2-inch iron rod found at
the end of saicj curve;
N 56018'23 W, 617.52 feet to the Point of Beginning of the herein described 1.0474 acre tract of
land.
Thence around the boundary of said 1.0474 acre tract as follows:
S 85°04'30" W. 39.65 feet;
S 04°55'04" E, 10.83 feet;
S 85°04'21" W, 51 .12 feet;
N 04055'34" W, 7.83 feet; .
S 85105'04" W, 14.62 feet to the Point of Beginning of a curve to the righi;
Northwesterly, 23.62 feet along said curve to the right, having a radius of 15.04 feet, a central
angle of 89059'24" and a' chord bearing N 49155'13" W, 21.27 feet to the end of said curve;
N 04055'31" W, 107.09 feet;
N 49155'26" W. 27.86 feet;
S 85°04'29" W. 107.13 feet to the Point of Beginning of a curve to the right;
Northwesterly, 23.57 feet along said curve to the right,'having a radius of 15.00 feet, a central
angle of 89159'55" and a chord bearing N 49055'1 1" W, 21.22 feet to the end of said curve;
N 04054'56" W, 14.56 feet;
S 85104'26" W, 7.50 feet;
N 04°55'28" W, 40.12 feet;
S 85°04'14" W, 15.50 feet;
N 04155'21" W, 50.65 feet;
N 85°04'35" E, 214.34 feet;
S 04055'24" E, 52.05 feet;
S 49°55'36" E, 26.55 feet;
N 85004'61" E, 52,04 feet;
S 04°55'31" E, 188.33 feet to the Point of Beginning, and containing 1.0472 acres (45,616 square
feet) of land.
1911373.1
Gross Lease
5101 /08
EXHIBIT A•2
Floor Plan or Other Specific Description of Premises
7M�Z
❑
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1911373.1
Gross Lease
5101108
EXHIBIT B
COMMENCEMENT DATE CERTIFICATE
The undersigned Landlord and Tenant acknowledge and agree that pursuant to the terms of that certain Medical Office
Building Lease, dated as of 20_(the 'Lease"), whereby Landlord leased to Tenant premises consisting of
approximately 2.932 square feet• and known as Suite No. 317 in the building located at 3537 S. 1-35E Denton, Texas 76210. the
'Commencement Date' of said Lease is and shall be _, 20_, and the Expiration Date of the initial Tenn of said Lease Is
and shall be 20_. In the event of a conflict between the terms of this Certificate and the terms of the Lease, the terms
of this Certificate shall control.
WITNESS
As to Tenant
(Vi tness Signature)
(Witness Printed Name)
(Witness Signature)
(Witness Printed Name)
WITNESS
As to Landlord:
(Witness Signature)
(Witness Printed Name)
(Witness Signature)
(Witness Printed Name)
TENANT:
City of Denton
By.
(Signature)
Name: George Campbell
Title: City Manager
Date:
[Date must be inserted at time of execution]
LANDLORD:
Columbia Medical Center of Denton Subsidiary. LP dlbla
Denton Realonal Medical Center
By: Columbia North Texas Subsidiary GP. LLC
Its: general partner
By:
(Signature)
Name: Caleb O'Rear
Title: Chief Executive Officer
Date:
[Date must be Inserted at time of execution]
1911373.1