2011-131s:Uegallour documentslordinanceslllldrmc lease for clinic space.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 ORDAlNS:
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 a11 purposes (the "Lease Agreement").
SECTION 2. The City Manager, or his designee, is authorized to malce 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 ��day of , 2011.
MARK A. ��ROUGH�, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY• � I,
AP OVE AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: �
m
Standard First Amendment
5f01/2006
FIRST AMENDMENT TO MEDICAL OFFICE BULLDING LEASE
THIS F1R�T AM.ENDMENT 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_ Ceiiter {"Landlord") and Ci of
Denton (`�TenauY'), under the following circumstances: • ,
Landlord apd Tenant are about to enter into that certain Medical Office Suilding Lease, dated as
of 0�, 20�L (the "Lease"), whereby Landlord will lease to Tenant premises consisting of
appro�tmately 2.832 rentable square feet and known as Suite No. 3l7 (the "Premises") on the tliird 3`�
floor of the building located at 3�37 S. I-35E Denton. Te�as 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 RenP' (as hereinafter defined in Section 3). Base Ren[ 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 hereinaRer designated) in U.S. Dollars, at the
follo�ving address: HCA, Inc„ P,O. Bo� 403374 Atlanta, GA 30384-3374, or at such other
address as Landlord may designate. Landlord's "Property Maoager" is Lincoln Harris CSG.
The first annual payment of Base Rent shall be due on the Commencement Date and, thereatter,
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 acl:nowledge and agree that the annual fair market rent for
the lease of the Premises is $2l_7� multiplied by the rentable square footage of the PremiSes,
subject to such annual increases or adjustments as �vould be required under Schedule B below if
such annual market rent �vere the Annual Base Rent payable under this Lease (such annual fair
market rent as increased/adjusted from time to time pursuant to such Schedufe is hereinafter
referred to as the "Aanual Fair Market RenY'. 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. E�cept as othenvise 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
"Su6ject to Section 21.5 hereoP' with the phrase "Subject to Section 21.5 hereof and the
Constitution and Laws of the State of Texas".
4. Section 16.Ifb). Section 16.1(b) of the Lease is amended by adding to the end thereof the
following:
As used in this Section 16. I(b), the term "Base Rent" shall mean the Annual Fair Market Rent.
B. Miscellaneous.
I. Escept 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. ln the
event of a conFlict behveen 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 num6er 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.
2032�85.1
�
m
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and
year first above written.
W ITNESS TENANT:
As to Tenant:
CiN of De
itness Si ture) By:
�' (Signature)
�-nru W� ���
(Witness Printed Name) Name: George Campbeil
Titfe: City Manager
(Witness Signature}
Date: ��� �p �����
(Witness Printed Name}
WITNESS LANDLORD:
As to Landlord:
Columbia Medical CenYer of Denton Subsidiarv,
L.P. d/b/a Denton Re�ional Medical Center
(Wifiess Signature)
- By: Columbia North Texas Subsidiarv GP. LLC
(Witness Printed Name) lts: geneial partner
By:
(Witness Signature} (Signature)
1 � t
Name: Caleb O'Rear
(Witness Printed Name)
Title: Chief Erecutive Officer
APPROVED AS TO FORM:
CITY AT70RNEY
CITY OF DENTON, TEXAS �
BY:
2032785.1
�
Date:
° Gross Lease
5101l08
MEDICAL OFFICE BUILDING LEASE
THIS LEASE, dated �� �� , 20� for reference purposes (the "Date of this Lease'), is made and en[ered into
by and between Columbia Medica Center of Oenton Suhsidiarv LP d16/a Dentan Reg(onal Medical Center, or its assigns
(°Landlord'), and Citv ot Denton ('TenanY).
Landlord, in considera[fon of the rents to be paid and the covenanls and agreements to Ce perfortned by Tenant as
hereinafter set foAh, hereby leases to Tenant and Tenant hereby leases from Landlord, Suite No. �, consisting of 2 832 rentable
square feet of space (the "Premises'), on the third f31d) floor in the building located at 3537 S. 135E Denton. Texas 76210
("Building'), for Ihe term and upon the wndilions and agreements hereinafter set forth ('Lease ), The Building is located at or upon
Ihe property more paAicularly descrihed In Exhib(t A-1 attached hereto and incorporated herein. The Premises are more paAicularly
shown or described on Exhibit A•2 atlached herelo and incorporated herein. This Lease shall conslkute a binding agreement
between the paAies effective as of the date this Lease is executed by Landlord and Tenant.
SECTION 1. TERM
The commencement dale of the tertn of [his Lease shall be October 1. 2011 (such date, as it may be adjusted is
hereinafter called the "Commencement Date ), and shall continue lhereaRer for three 3 years, e o 0 monihs and zero 0 days
and shall expire at 11:59 p.m. on Seolember 30. 2014 (the "Explratlon Date')(such teim, any extension or renewal thereof and any
"Unauthorized Holdover Tertn' 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
farth in Landlord's signature 61ock is aRer 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 Landlard's signature hlock. Furthermore, in the event the
Commencement Date Is adJusted pursuant to Sedion 11, then the Commencement Date shell mean the Commencement Date as
detertnined pursuant to Section 11 hereof. No change to the Cammencement Date pursuant to this paragraph or pursuant ta
Sectian 11 shall change the Expiratlon Da[e unless (a) a diHerent Expiration Oale Is set foAh on a"Commencement Dale CeRficate'
(as defined helow), in which event the Expiralion �ate shall mean the day as set forth on the Commencement Date Certificate, ar
(b) the initial Term of this Lease as a result of such change in the Commencement Date is less than one (1) year, in which event the
Expiration Date shall mean the last day of the first "Lease Year (as defined helow) (in the event of a conFlid belween clause (a) and
clause (b) of lhis sentence, the Expiration Date resulfing in the longest initial Term shall control). In Ihe event of any change in the
Commencement Oale pursuant to the tertns of lhis Sedion or pursuant to Sedion 11, Tenant at Landlord's request shall execute
and deliver lo Landlord a Commencement Da[e Certificate in Ihe fortn adached hereto as Exh 6it B acknowledging such change in
the Commencement Date, and if applicable, the Expiration Date (the "Commencement Date Certificate'). Any change to lhe
Commencement Date andlor Expiration Date pursuant to fhe lerms of this SeGion or pursuant to Sedion 11 shall be autamatic and
refusal or failure by Tenant to sign a Cammencement Date Certificate shall not affeG such change to the Commencement Date
andlor Expiration Date. °Lease Year shall mean the period beginning on the Commencement Dale and ending an the first
anniversary of the tast day of lhe ealendar month in which the Cammencement Date occurs (unless the Commencement Date is the
first day of a calendar month, in which event such first Lease Year shall end on lhe day prior to the Otst anniversary of the
Commencemenl Date) and each hvelve (12) month period thereaRer during [he Tertn of this Lease.
SECTION 2. RENT
2.1. Base Rent. During the Term, Tenant shall pay to Landlard "Annuaf Base Rent' as detertnined pursuant to
Schedule A or Schedule 8 below, whichever is applicable, multiplied hy [he number of rentabla square feet of the Premises (such
sum Is hereafter referred to as "Base Rent�, together urith any 'Additional Rent' (as hereinaRer defined). Base Rent shall be
payable In monthly installments in advance withou[ nolice, demand, setoff or dedudion and,all such installments shall be paid to
Landlord or its "Property ManageP (as hereinafter designated) in U.S. Dollars, at the fallowing address: HCA. Inc.. P.O. Box
403374. Atlanta. GA 30364-3374, or at such other address as Landlord may designale. Landlord's "PropeRy Manager is Lincoln
Harris CSG. Except as olhervvise may be provided in Section 11, the firsl 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 Tenanfs
obligalion to pay Base Rent relates to only a part of a month al the heginning or the end of the Tertn, Tenant shall pay Landlord a
praportionate part of the applicable monthly installment for each such partial manth, 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 thfs Lease.
Lease Base
Year Rent Rale
10H111-9l30f2014 N/Alr.s.f.
SCHEDULE B
lnnual Monthly Renl Annual Monthly Rent
Base Installment Annual8ase Sase Installment(1)
Rent Rent Rate Rent (ty (First Year Only)
5i.00 �
1) The Base Rent set foRh in Schedule B is subject to increases as a result of increases in the cost of living during the Tertn. On
the firsl day of the secortd Lease Year and ort the first day of each Lease Year [hereafter during the term of this Lease (each such
date an `Adjustment Oate'), Base Rent shall be adjusted to refled the increase, if any, in the cos[ of Ifving over the preceding
Lease Year, Base Rent due as a resuit of an increase in the cosl of living shall be calculated in accordance wilh the terms set
foRh below. The basis for compu6ng the cost of living shalf 6e the unadJusted Consumer Price Index for all Urban Consumers, All
Items (1962-84 = 100) published by the Bureau oi Lebor Slatistics of the United 5tates Oepartmenl oi Labor (the °Index'). The
Index for the third caiendar month preceding the monlh in which the Commencement Date occurs shall be the "Base Index
Numher. The Index for the same calendar month preceding lhe applicable AdJusUnent Date shall be the 'Current Index
Numher. The Base Rent (or Ihe Lease Year commencing on each Adjustment Date shall he lhe produd obtained from
multiplying the amount of Annual Base Rent set forth in Schedule 8(the'Initial Base Rent') by the fraclinn whose numerator is
equal to the Curtent Index Number and whose denominator is equal to the Base Index Number; prov(ded that in no event will Base
Rent far such Lease Year be less than the greater oi lhe initial Base Rent or the adjusted Base Rent for the Lease Year
immediately preceding Ihe Adjustment Date. If on any Adjustment Date, the Current Index Number has nat been puhlished, the
parties agree lhat the adjusUnent to Base Renl contemplated hereln will be made after the Current Index Number is published, and
that such adjustmenl will be retroaclive lo the Adjustment Date. Pending the making of the adjustment, Tenant will cantinue to pay
the amount ot Base Rent in effed for the preceding Lease Year, and at such time as Landlord notifies Tenant of the new adjusted
8ase Rent amount Tenant shall pay Landlord any sAort falt between the amount of Base Rent paid subsequent to the Adjustmenf
Date and the new amount of adjusted Base Rent payable hereunder as a result of the adjustment. If the Index is not in exislence
at the time the determination is to be made, the partles shall use such equivalent price index as is puhlished by a successor
govemment agency in lieu of 1he Index; or, if no such price Index is published, then the parties shall use an equlvalent price index
as is oublished bv a non-governmental agency selected by Landlord.
2.2. Taxes on Rent. Tenant shall pay and be liabte for all rental, sa�es and use faxes ar olher similar taxes, 'rf any,
levied or imposed on Base Rent or Additional Rent paymenls by any city, county, parish, state or other govemmental body having
authority. Such paymenls shall be In additfon to all olher payments required to be paid to Landlord by Tenant under the terms af this
Lease. Any such paymenl shall be paid to Landlord conwrrently wilh Ihe payment ot the Base Rent or Add'Aional Rent upon which
such tax is based.
iFSfi�Il�ail
Gross Lease
5101/OB
SECTION 3. ADDITIONAL RENT
3.1. Additfonal Rent. In addition to the Base Rent as set forth in Sectian 2 herein, Tenant shall pay Landlord
"Additional Rent', which term shall be defined to include lhe following:
(a) any sum owed for separately metered utilitfes, including, wilhoul limitatian, eleclricity, or as a
°Surcharge' (as defined in Sedian 5); and
(b) any olher sums owed 6y Tenant pursuant to the tertns o( this Lease or o[henvise arising in
connection with TenanCs accupancy of the Premises.
For purposes of 4his Lease, Base Rent and Additional Rent shall hereinafler be collecliveiy referred lo as "Rent'.
3.2. Securitv Deoosil. Tenant has deposited with Landlord the sum af $0.00 ([he "Securiry Deposlt°} as securlty for
the full and faithful performance by Tenant of all of Tenant's obligalions hereunder. No interest shall be paid upon the Security
Deposi[ nor shall Landlord be required lo maintain the deposit in a segregated account, unless required by applicable law in which
evenl Landlord will comply with such legal requirement. The Security Deposil shall not 6e construed as prepaid rent. In Ihe e�ent
that Tenant shall default in the full and faithful perfortnance of any of lhe terms hereof, then Landlord may, without notice, edher
retain the Securily Depos(t as liquidated damages, or Landlord may retain the same and apply it toward any damages sustained by
Landlord, inGuding but not limited to actual damages sustained by the Landlord 6y reason of the default of Tenant, inGutlfng any
past due Rent. In the evenl of bankrupt�y or other debtorcreditor proceedings, either valuntarily or involunlarily instituted by or
against Tenant, the Securily Deposil shall be deemed to be applied in the following order: lo actual damages, abligalions and other
charges, including any damages sustained by Landlord, olher than unpaid Rent, due to Landlord for all periods prior to the filing of
such proceedings; to aarued and unpaid Rent prior io the filing of suth proceeding; and lhereafter to actual damages, abligations,
other charges and damages sustained by Landlord and rent due the Landlord Far all periods subsequent to such filing. In the event
of a sale of the Premises or all or any portlon of the Bullding, Landlord shall have the righl to transfer the Security Deposit to the
buyer, and landlord shali theraupon be relieved of all obligelions to return the Security Deposit to Tenant, and Tenant agrees io
look solety lo lhe buyer for lhe return of the Securily DeposiL If Tenant fully and Faithfully wmplies with all of the terms hereof, the
Securiry Deposit ar 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 accardance with the
definition af "rentable area' in the BOMA Standard Method for Measuring Floor Area in Oifics Buildings, AN51lBOMA Z65.1 - 1996
(the "BOMA SWndard') or in accordance with any other method adapled by Landlord for the 8uilding so long as such method is
used for the calculatian of the rentable square footage oF all of the rentable area oF all space leased or suitaGle for lease in [he
Building and so long as the sum of the prapoAionate share of all such rentable area does not exceed one hundred percent. If
requested by Tenant, Landlord shall provide Tenanl with a copy of the rnethodology adopted by Landlord for calculating the rentable
square footage of the Building and Premises. The rentable area in the Premises as sei forth on Page 1 of this Lease is hereby
stipulated to be the rentabie area of the Premises far all purposes under lhis Lease, whether the same should be mare or less as a
result of minor variations resulting from adual construction and completion ot the Premises and for adual occupancy; provided,
hawever, in Ihe event Landlord re-measures ihe Premises or the Building in accordance with commercially reasonable procedures
and if such remeasurement indicates that the renta6le area of lhe Premises is dif(erent than above stated, then Landlord may give
Tenant written notice of the change and the new numher of square feet shall become the renta6le area of the Premises for all
purposes effective as ot the date of such nolice. .
SECTION 4. USE OF PREMISES �,
4.1. Prohibited Uses. (a) The Premises shall continuously and at all times during the Tertn he used and occupied by
Tenant qnly as medical offices for licensed physicians ('Physicians ) to engage in the private practice of inedicine and other related
activities incidental thereto, and fat no other purpose. Notwithstanding lhe faregoing, the provision ar aperation of any of the
following services or facilities shall not 6e pertnitted in the Premises:
(i) a health care facility that has facilities for ovemigh[ accommodations of patients;
(ii) lhe provision of any medicat or related service to or far any person that is in addition to the examination
and diagnosis of patienls perfortned diredry by a Physician or by ather heafth care professio�als either
indapendently licensed or under the dired supervision of a Physician, or a fadlity operated far the
provision of any such service(s);
(iii) outpatient or inpatient surgery services;
(iv) outpatient or Inpatient birthing services;
(v) an onwlogy lreaUnent facllity;
(vl) an emergency center,
(vii) physiwl, inhalatian or respiratory lherapy serv(ces;
{viii) a laboratory (including, withoul limitation, a pathology laboratory or a clinical laboratory); and
(ix) diagnostic or therepeutic testing services, including wilhout limitation, all diagnostic imaging services,
including without limilalion: '
A. fluoroscapy;
B. x-ray;
C. plain film radiography;
0. computerized tomagraphy (CT);
E. ' Wtrasound;
F. radialion therapy;
G. mammography and breast diagnostics;
H. , nuclear medicine testing;
I. magnetic resonance imaging; and
J. positive emission tomography.
(b) Notwilhstanding the foregoing, nolhing herein shall prevent Physicians who conduct a medical
pracfice on Ihe Premises from perfortning outpalient surgeries thal do not require general anesthesia, (ntravenous sedalfon ar the
presence of an anesthesiologist or [rom rendering pathological laboratory or x-ray services for which Tenant has obtained
Lantllord's cansent pursuant to Section 4.1(c); provided that such surgery services, pathological laboratory or x-ray services are the
1911373.1 2
Gross Lease
5/01I06
kind usually and customarity provided (n a physician's office, are provided [o such PhysiGan's own patients who are not referred to
such Physician far the sole purpose of receiving the same and are merely ancillary and incidental lo such Physician's primary
medical practice and do nat constitute the Physician's primary medical pradice oi 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 perfortn and Landlord shall have consented in
writing (o lhe provision or performance of such services, which wnsenl may be denied in Landlord's sole and absolute discretion
(the provision of such services and procedures shall be strictly limited to thase services and procedures to which Landlord has
expressly consented in wriling and [he tertns of this paragraph shall be stridly 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
ather ihan TenanPs own patients. Prior to the installation of any diagnostic, laboratory or radiology equipment for services pertnitted
hereunder, Tenant shall provide Landlord with a Iist of such equipmen[; a iist af any hazardous substances, wastes or materfals, as
hereinafter defined, which will be used or genereted in connedion with the use of such diagnostic, laboratory or radiology
equiprnent; and Tenant's proposed procedures tor the use, storage and disposal of any hazardous substances, wastes ar materials,
Includin9 but not limited to the procedure for silver recovery for any radiology equipment.
42. Aooroved Services. Nolwithstanding anything in this Sedion 4 to the contrary, Tenant may provide the
following ancillary medical care and services in the Premises to patienls of Tenanl or of any Physician owner or employee of Tenant
practicing in the Premises (the "Approved Services"): N/A; provided tha[ the provision of Approved Services shall be subject to the
following limitations and restrietions: (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 Approvad Services are and at all times shall be incidental to and a necessary part of the
examinalion ar diagnosis rendered to TenanPs or such Physiclan's patients (i.e., no provision of services to third parties), and
ancillary and incidental to TenanPs ar such Physician's primary medical practice and shall not wnstdute efther Tenant's or such
Physician's primary medical pradice or specialty,'or the predaminant services rendered by Tenant to Tenant's patienis or by such
Fhysician to such Physician's patients. Wdhout the prior written conse�t of Landlord, which consent may he withheld in Landlord's
sole discretion, Tenant shall not modiry or expand any of the Approved Services.
4.3. Phvsician Qual'�ications. All Physicians who condud a medical pradice and related activiiies in the Premises
must be and remain appropriately licensed and in good standing with the state licensing board and any applicable federal, slate or
local ceAification or licensing agency ar office, without restriction, no[ subJecl lo any sandion, exclusion order, ar other disciptinary
order with respect to his or her particfpatlon in any federal or stale healthcare program. Further, each such Physician must be
qualified to be a member of the active medical staff of Denlon Realonal Medical Center (the "Hospifal'); provlded, 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 s(aff.
4.4. �ervision and Manaqement. Each medical practice canduded upon the Premises shall at all times be
conducted under the supervision and authority of a Physician and, except with Landlord's prior writlen eonsent, which may be
withheld in Landtard's sole and absolute discretion, no such Physician shail (1) allow any other person or entity to purchase,
manage or operate its medical practice or (2) conducl the medical practice while serving as an agent or emplayee of any olher
person or entity.
4.5. Comoliance with Leaal Reauirements. Tenanf shall comply wilh all governmental laws, codes, ordinances and
regulations applicable to the use of lhe Premises, and shall prompily comply with all governmental orders and direcllves for the
correction, prevention and abatement of nuisances and other activities in or upon, or wnnectad with the Premises. Tenant shall not
use or occupy the Premises in violalion of the certificate�of use or occupancy issued for the Premises or the Building (the
"CeRiflcate'). Tenant shall act in accordance with and not violate any restrictions or covenants of record aHecting the Premises or
the Building. Tenant shall immediately discontinua any use ot the Premises which is declared by either any govemmental authority
having Jurisdiction or the Landlord to be a violation of any such governmental laws, codes, ardinances ar regulations, CeRificate,
restrictians or covenants. Tenant shall comply with any diredion of any governmental authority having �urisdidion whfeh shall, by
reason of the nature ot Tenant's use or occupancy of Ihe Premises, impose any duty upon Tenant or Landlord wilh respect to the
Premises or with respect to the use or occupancy thereaf. To the extent any alleratians to the Premises are required by the
Americans with Disabililies Ad, as amended fram time to time (the "ADA") or other applicable laws or regulations, Tenant shall bear
the expense of the allerations. To lhe extent any alterations to areas of the Building outside the Premises or common areas are
required by lhe ADA or other applicable laws or regulations {tor "palh of travel" requirements ar othervuise), Landlord shail bear the
expense of the alterations.
4.6. Hazardous Acts: Waste: Nuisance. Tenant shall not do nor pertnit to be done anything which will invalidate or
increase the cost of any casualry and exlended coverage insurance policy covering the Building, the Premises and/or properly
located in the Building or the Premises, and shall comply wi[h all rules, orders, regulations and requirements of the appropriate Fire
Raling Bureau or any other organization perfortning a similar function. Tenant shall promptly upon demand reimburse Landlord for
any additional premium charged tor such policy by reason of Tenant's failure to cornply with the provisfons of this paregraph.
Tenant shall not do nor permit anylhing ta be done in, on or about the Premises which would in any way abslruct or interfere with
the rights of other tenants or occupants of the 8uilding, or use or allow the Premises to be used for any immaral, unlawful or
objectionable purpose, nor shall Tenant mafn[aln or pertnit any nuisance or wmmit or suffer to be committed any waste in, an or
about the Premises.
SECTION 5. BUIIDING SERVICES AND MAINTENANCE
5.1. Landlord's Services. landlord shall provide all of the foltowing utilities and services:
(a) Eledricity and water far the Premises, as reasonably necessary far the uses permitted under this
Lease, except to the exten[ Ihose utilities are separalefy metered or submetered to lhe Premises;
(b) If the Building is equipped with a central heating and air�onditioning system lhat serves the rentabie
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 "nartnal business hours' shall mean the hours of 7:00 a.m. to j_0� p.m. Monday through Friday
and j;OQ a.m. l0 2:00 p.m. on Saturday, excluding federal and/or state holidays as eleded by Landlard;
(c) Unless the Premises are equipped wilh a water heater, ho[ water at those points of suppiy provided
for the general use of Tenant and olher tenants of the Building;
(d) General janilarial and cleaning services for the Premises, five (5) days per week, excluding holidays;
(e) General janitarial services in and about lhe common areas of Ihe Building;
(Q Light bulb replacement in the Premises and common areas of lhe Building:
(g) Elevator service during nortnal business hours, if the Building is equipped with elevator(s);
1911373.1
Gross Lease
5f01l08
(h) Exterfor window cleaning, and snow and ice removal services for the parking areas and walk ways
serving the Building, to Ihe eMent deemed necessary In Landlard's reasonable judgment; and
(i) Narmal maintenance and servicing of lavatary faGlRies, toilets, sinks and fauce[s loca[ed wifhin the
Premises; provided that Landlord shall not 6e responsible for any repair, maintenance or servicing required on account of misuse o(
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 ihat is consistent with those services provided in wmpara6le mediwl office
buildings of similar size and age which are tawted within the local community.
5.2. Utilitv Services: Damage to Tenanl's Pro�ertv. If Tenant requires or utilizes more water or eleCric power than is
considered reasonable or nortnal by Landlord, Landlord may reasonably determine and require Tenant to pay as Additional Rent,
the cost incurred as a result of such addilional usage ("Surcharge'). Unless othenvise directed by landlord, Tenant shall pay
directly to the ulility provider all separetely metered utilities required and used by Tenant in the Premises. Landlord reserves the
privilege of sfopping any or all utility services in case of accident or breakdown, or for the purpose of making allerations, 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 Ihe result of {a) strikes, labar dispules, labor, tuel or material scarcity, or gavemmental ar other IawFul regulations or
requirements; (b) the failure of any corporation, firtn or person with whom the Landlord may contrad for any such service, or for any
service fncident thereto, to furnish any such service; (c) the making of any alterations, repairs ar Improvements as described in the
preceding sentence; (d) any other cause other than Ihe gross negligence of the Landlord; and the' failure to furnish any of such
services in such event shall nat 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 tor the faiture
of any equipment or machinery to function propeAy on account af any such interruplion 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 Nazardaus Waste: Mald. (a) Tenant, at Tenant's sole cost and expense, shali be responsible for
medical, special and infectlaus waste removal fot lhe Premises and the maintenance and slorage thereof pending removal, all in
accordance with all appliwble laws, regulations and orders. Tenant shall not cause or permil 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 tertn is used in this Agreement means any hazardous or toxic substance, material ar waste,
regulated or listed pursuant lo any federal, state ar local envtronmental law, including withaut Ifmltallon, the Clean Air Act, the Clean
Water Ad, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Ad, the
Resource Conservatian and Recovery Act, the Federel Insedicide, Fungicide, Rodenticide Ad, the Safe Drinking Water Act and the
Occupat(onal Safety and Heallh 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 ar
materiats and medical, special or infectious wastes. Tenant shall indemnify, defend and hold Landlord harmless from and against
any claims or liahility arising out of ar connected with Tenant's failure to wmply with the terms of this Sedion 5.3, which tertns shall
survlve the ezQi�ation or earlier tertnination of this Lease. If Landlord decides to provide medical, special and infecllous waste
removal services for its tenants (which decisian 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 af such service, the
amount of which shall De detertnined by Landlord.
(b) Tenant shall not pertnit undue aaumulations af garbage, trash, rubbish or other refuse within the
Premises and shail keep all refuse in proper containers until disposal of such refuse. Tenant shall not permil the mixing or disposal
of any hazardous subs[ances, 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
infedious waste from the Premises (except as provided by separate contrad as set forth above in Section 5.3(a)).
{c) Tenant acknowtedges that mold, miltlew, fungi and bacterla are naturaly occurring organisms.
Tenant acknowledges that it has had the opportunity prior to accupying the Premises to test the Premises, at its own expense, for
lhe presence o/ mold, mlldew, fungi and other hartnful baIXeria (mold, mildew, fungi and harmful baderia shall be re(erted to herein
as "Organics'). Tenant shall provide Landlord with a copy of any such tesl resuHs. Tenant covenants, wartants and agrees that (i)
Tenant shall not take or ornit to take any aclion w%h resped to ils use of the Premises sa as to cause or wntribule ta the growth of
Organics in the Premises or the Building, and (li) 7enant shall (A) keep the Premises adequately ventilated at all times, (B) repair
any condition of the Premises which could cause or contribufe to the growlh of Organia lncluding, without IimifaHon any condition
which causes or pertnits water to colled or condense within the Premises, (C) maintain indoor humidity within the Premises at a
reasonable le�el (no higher lhan 60%), (D) regularly inspect all window areas or other areas where water may condense in or leak
into the Premises, and {E) i( and to the extenl the maintenance and repair of the HVAC units serving lhe Premises are TenanPs
responsibility, cause such HVAC units to be inspeIXed and cleaned periodiwlly. Tenant shall immediately notiy Landlord In writing
of any visible signs of lhe presence or grawlh of Organics in the Premises ar In the common areas of the Building or of any water
leak ar excessive waler wndensafion in the Premises or In the wmmon areas of the Building. FuRhertnore, Tenant shall
immediately notify Landlord In writing if Tenanl has reasonable cause lo belie�e that the growih of Organics has or will occur fn the
Premises or in any other partion of Ihe Building. Tenant shall use its best efforts to remove Immediately from lhe Premises any
water that (i) leaks into Ihe Premises hom inside or outside the Building, (ii) runs into Ihe Premises irom any break or damage to any
pipes, appliances or plum6ing works, (iii) overflows into the Premises irom any faucet, sink or tub, ar (iv) condenses in the
Premises. Tenant shall promptly (x) repair any damage to the Premises caused by any such water leak, run ove�low or
condensation, and (z) return the Premises to the condition in which it existed immediately prior to such water leak, run overflow or
condensation. Furthertnore, Tenant at ils sole cosl and expense shall be responsible for remediating and remaving all Organics
from Ihe Premises. Landlord shall not be responsi6le for remediating or removing any Organics from the Premises (unless Landlord
at its aplion elects to remediate and remove Organics from the Premises) and Landlord shall specifically nol be liable for any
damage, injury or loss of any kind, to persans or property, including without limitation consequential damages, arising out of tAe
presence of any fortn of Organlcs in the Premises or in the Building. Ii any water leak, run overflaw or condensallon in the Premises
or in any olher porfion of ihe Building is caused by the action or negligence of Tenant, then at Landlard's option, if requested by
Landlord in wriling, Tenant shall refmburse and pay to Landlard the cost oF any assessment or report obtained by Landlord with
resped to the presence or growth of Organics in the Premises andlor such other portion of the Buitdtng.
5.4. Landlord's Renairs. Except as provided In Section 5.5(b), Landlord shall maintain in gaod repalr the Building,
the common areas and lacilities of the Buitding used by Tenant, the mechanical, plumbing and electrical systems of the Premises,
the walls, floors, doors, windows and all slructural elements of Ihe Premises (excepling painting and repair or replacement of floor or
wall coverings). Except as otherwise specfically provided in Sedion 5, Landlord shall have no duty fo maintain, repair, ctean o�
service the Premises.
5.5. Tenanl's Reaairs. (a) Tenant shall maintain lhe Premises in good repair and condition and shall make all
repairs and replacements and pertorm all mainlenance necessary to keep the Premises in such condition, except to the extent such
maintenance, repairs and replacemenis are to be provided by Landtord pursuant to this Sectian 5.
(b) In addition, 7enant shall prompLiy repair, in a good and workmanlike manner, any damage to the Premises or
olher part of ihe Building caused by any breach of this agreemenl to maintain the Premises, any misuse of the Premises or any part
thereof, or any willful or negligent ad or omission of Tenant, or oi any employee, agent or invitee of Tenant. If Tenant fails to do so,
Landlord shall have Ihe right to repair any such damage and Tenan[ shall pay Landlord (or the cost of all such repairs, plus interest
at the Interesl Ra[e (as defined in Sedion 21.9).
1911373.1 4
• Gross Lease
5/D1 /08
SECTION 6. ALTERATIONS
Tenant may nol make any changes, atterations, improvements or additions to the Premises or aqach or affuc any articles
thereto wilhout Landlord's prior writlen consenl, which consent Landlord shall not unreasonabiy withhold. All changes, alterations,
improvements or additions which may be made upon the Premises by Landlord or Tenant (except unadached trade fi�Rures and
office furniture and equipment owned by Tenant) shall not be removed by Tenant, but shall beeome and remain Ihe property ot
Landlord. All changes, alterations, improvemenls and addilions to [he 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 limes and in such manner as Landlord may
approve. If Tenant shall make any changes, alterations, improvements or addilions to the Ptemises, Landlord may require Tenant,
at the expiration of this Lease, lo restore the Premises to substantially the same condition as existed at the commencement of the
Term. The interesl of Landlord shall not be suhjec[ lo liens for improvements made by Tenant in and to the Premises. Tenant shall
notify every conlractor making such imprdvements of the provisions sel forth in the preceding sentence of this paregraph. Any
mechanics or materialmen's lien for which Landlord or Tenant has received a notice af intent to tile or which has been filed against
the Premises or the Building arising out of work done for, or materials fumished to ar on behalf of Tenant, its contractors or
subcantradors shall be discharged, bonded aver or othervvise satisfied by Tenant within ten (10) days following the earlier of the
date Tenant receives (a) notice of inlent to file a lien or (b) notice lhal the lien has been filed. It Tenant fails to diseharge, bond over,
or othenvise satisfy any such lien, Landlord may do so at Fenanl's expense, and the amount expended by Landlord, including
reasonabte altomeys' Fees, shall be paid by Tenant within ten (10) days follawing TenanYs recelpt of a bill from Landlord.
SECTION 7. DAMAGE TO PROPERTY - INJURY TO PERSONS; INSURANCE
T.1. Tenant's IndemniN. Subjed to Sedion 21.5 hereof, Tenant shall and hereby does indemnify, defend and hold
hartnless Landlord and its agents from and againsl any and all claims, demands, actions, losses, damages, otders, Judgments,
cosls and expenses (including, without Ilmftatlon, reasonable attorneys' fees and costs af litigation) incurred by Landlord andfar its
agents as a result af or arising irom: (a) lhe use or occupancy of the Premises by Tenant ar any subtenant of Tenant; (b) any willful
or negligent acts or ornissians of Tenant, any su6tenant of Tenant or Tenant's or such subtenant's agents, emptoyees, contradors
or invitees; or (c) any 6reach or violalion by Tenant af the terms of this Lease.
7.2. Landlord's IndemniN. SubJect to Sedion 21.5 hereof, Landlord shall and hereby does indemnify, defend and
hold hartnless Tenant from and against any and all claims, demands, adions, losses, damages, orders, judgments, wsts and
expenses (inctuding, wilhout limitalion, reasonable attorneys' fees and costs of litigation) incurred by Tenant as a result of or arising
from: (a) any accident or occurrence oaurring within Ihe Building or the eommon areas and faciliiies, arising out of the negligence
or intentional miswnduct of Landlard, ar of Landlard's agenls, employees or contradore; or (b) any breach or violation by Landlord
of the tertns of this Lease.
7.3. Insurance. Tenant shall, throughout the Tertn, at its sole cost and expense, provide artd 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 propeAy damage claims of not less than $100,000 and limits for personal injury or death not lass than $1,000,000 per
person and $1,000,000 per occurrence; and {b) casualry insurance insuring Tenant against loss or damage to its equipment and
ather personal praperty in the Premises by fire and all other casualties usuaily covered under an "all risk' policy of casualty
insurance. To the entent Landlord also maintains any insurance In any way connected with the Premises, Landlord's insurence shall
be excess coverage and Tenant's insurance shall be primary coverage. The policies desuibed herein shall be endarsed to include
Landlord and its Property Manager as additianal insureds. The policies required herein shall wntain an agreement by the insurer
thal R will nol cancel the policy except afler not less lhan ten (10) days' prior written notice ta Landlord and that any loss olherwise
payable under lhe policy shall be payable natwithstanding any act or negligence of landlord or Tenant that might, absent such
agreement, result In a foAelture of all or a parl of the insurance payment. Tenant shall furnish the Landlord with proof of all such
insurance al least annually i nd upon demand of the Landlord.
i
7.4. Waiver of Liabililv. Neither Landlord nor its agents shall be Iiable for any damage to property entrusted to
employees of the Building, nor for loss of or damage to any property by theft or olhenvise, nor for any injury or damage to persons
or propeAy resulting fram fire, explosion, falling plaster, steam, gas, electricity, water or rein which may leak fram any parl of the
Building or from the pipes, appliances or plumbing works therein ar fram the roof, street or subsuAace, or from any other place or
resulting from dampness or any other cause whatsoever, unless caused by or due [o the negligence of Landlord, its agents,
servants or employees. Tenant shall give prompt nolice to Landlord In case of fire or accidents in the Premises or in the Building or
of defects therein or in the fixtures ar equipment. Tenant hereby acknowledges that Landlord shall nol be liable for any interruption
to Tenant's business for any cause whatsoever, and that Tenant shall obtain business intertuption insurance coverage should
Tenant desire to provide coverage for such risk.
SECTION 8. DAMAGE OR DESTRUCTION
A total destrudian of the euilding in which the Premises are located shall automatically terminate ihis Lease as of the date
oF such destruclion. If the Building is damaged or destroyed by fire or other casualty (collectively °Casualty'J and if as a resull
thereot Landlard elects lo close andlor 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 tertninate (a) as of lhe date of lhe Casualty'rfTenant
has been unable ta use or access the Premises as a resuit of such Casualty, ar (b) if Tenant has been able to use and access the
Premises after such Casualty, then on the ninetfeth (90'") day after Landlord delivers such written natice lo Tenant. If Ihe Premises
are damaged by a Casualty and this Lease is not tertnina[ed as provided above, then Landlord shall noti(y Tenant In writing within
sixty (60) days after the dale of Ihe Casualty of whether or not landlord elects to repair the Premises. If Landlord delivers to Tenant
written notice that Landlord eleIXS not to repair the Premises (the "No Repair Notice'), then ei[her party may tertninate this Lease
by delivering written nolice of tertnination 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 eleds 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 subslantially
completed (the "Estimated Completion Date'). If [he Estimated Completion Date is more than one hundred eighty (18D) days
after the date of the Casualry, then either party may tertninate this Lease by delivering written notice of termination to the other paAy
nol more than fifteen (15) days after Landlord's dellvery to Tenanf of the Repair Notice. If a notice of tertnination is given pursuant to
one of Ihe three preceding senlences, then this Lease shall tertninate (a) as of the date of the Casualty if Tenant has been unable ta
use or access [he Premises as a resull of such-Casualty, or (b) if Tenant has been able lo use and access the Premises after such
Casualry, then on the thiRieth (301h) day after delivery of such lertnination notice. If the Premises are damaged by a Casualty and
this Lease is not terminated, Ihen Ihe damage to the Premises shall be repaired by and at the expense of Landtord, provided
Landlord shall not be requited to repair or replace any personal propeAy or trade fixlures located in the Premises. Landtord shall
use good failh effo�ts to cause such repairs to be substantfally completed by lhe Estimaled Completion Date without the payment of
overtime or olher premiums; provided, however, Tenant understands Landlord cannot guarantee completion by that date. Tenant
acknowiedges and agrees ihat completion of such repairs may be delayed by (i) any combination aclian of workmen (either those
employed on the project or in any industry essential to lhe conduct o( the work) such as strikes, embargoes, or lockouls; (ii) ads of
governmenl; (iii) ads of God; (iv) shortage oi materials, energy, fuel, equipment, facilfties or labor; or (v) by other causes that are
beyond Landlord's control and 7enant agrees that campletion af such repairs and tha Estimated Completion Date will be eMended
accordingly. Until the earlier of lhe lertninalion of this Lease or fhe complelion of repairs, as the case may be, Rent shall he abated
in proportion to the part of the Premises which is unusable Ly Tenanl in the conduct of Tenant's business; provided, however, Reni
shall not abate if the Casualty is due to the negligent acts or omissions af Tenant or TenanPs employees, agents orcontredors.
SECTION 9. EMINENT DOMAIN
If lhe Building, the Premises or a material part of either shall be laken by any authorized entity by eminent domain or by
negotialed purchase under threat thereof, so �hat the Premises shall bewme lotally untenantable, this Lease shall terminale as of
1917 373,1 5
• Gross Lease
5/01/OS
the eaAier of the date when title or possession thereof is acquired or taken hy the condemning aulharity and alI rights af Tenant in
this Lease shall immediately cease and [ertnina[e. If a part of the Building or a portion of the Premises shall be taken such lhat the
Premises bewmes only partially untenantable, Base Rent shall be proportianately abated. All compensallon awarded tor any taking
(or lhe proceeds ot negotia[ed sale under threat therea� whether for the whote or a part of the Bufldfng or the Premises, shall ba the
property of Landlord, whether such proceeds or award is compensatian for loss or damage to Landlard's ar Tenant's property or
their respective interests in the Premises, the Tenanl hereby assigns all of fts interest in any such award to Landlord. However.
nothing eontained herein shall be deemed to give Landlord any interesl in or require Tenant to assign lo Landlord any separale
award expressly made l0 7enant for: (a) the taking of personal property and fiMures belonging to Tenant; (b) the inlerruplion of ar
damage to Tenant's 6usiness or profession; (c) the cost of relocation expenses incurred by Tenant; and (d) TenanYs unamoAized
cost of leasehold improvements; provided that the making of any such award to Tenant shall not reduce or diminish Landlard's
award relating to such condemnalion. Landlord may wllhout any obligation or liability fo Tenant stipulate with any condemning
aulhority for a judgment of condemnation without Ihe necessily of a fortnal suit ar judgmenl of condemnation, and [he dale of taking
under this clause shall lhen be deemed Ihe date agreed lo under the tertns of said agreement or stipulation.
SECTION 10. ASSIGNMENT AND SUBLETTING
Tenan[ shall not, either voluntarily or by operation of law, diredly or indiredly, sell, assign or fransfer this Lease, in whole
ar in part, or sublet the Premises or any part thereof, or pertnit the Premises or any paA thereof to be accupied by any person,
carporatlon, partnership, or other entity except Tenant or Tenant's employees, without the prior written consent of Landlord in each
inslance. A transfer of stock control in Tenant, 'rf Tenanl is a corparation, or lhe lransfer of a greater than forty-nine percent (49 %)
beneficial ownership interest in Tenant, if Tenant is a paAnership, limited liability company or other entity, shall be deemed an act of
assignmenl hereunde�. In addition, any such subletting or assignment trensaction shall be in all respeds 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-Refertal Prohibition Ad,
42 USC 1395nn et. seq., as Ihe same may be modified, supplemented or replaced from time to time, and all regulatlons
promulgaled thereunder from time to time. Any sale, assignment, mortgage, transfer or subletting of this Lease or the Premises
which is not in compliance with lhe provisions of this Sedion 10 shall be void. The consent by Landlord to any assignment or
subletting shall not he construed as relieving 7enant from obtaining lhe express prior writlen wnsenl of Landlord to any further
assignment or subletting or as releasing Tenant from any I(ability or obligalton hereunder, whether or nat lhen accrued. Should
Landlord pertnit any assignment or suhletting by Tenant and should the moneys received as a result of such assfgnment or
subletting (when compared to the moneys still payabte by Tenant to Landlord) be greater than would have been received hereundar
had not Landlord permitted such assfgnment or subletting, [hen the excess shall be payable by Tenant to Landlord, it being the
parties' intention that Landlord, and nol 7enant, shall be lhe party to receive any proFrt from any assignment or sublettfng. 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 tertns and provisions of this Lease and Tenant and such assignee or
subtessee shall be joinlly and severally liable far the pertortnance of Tenant's covenants under this Lease.
SECTION 17. ACCEPTANCE OF PREMISES
Te�anl shall nat accupy or use the Premises prior to the Commencement Date as delertnined pursuant to ihe first two
sentences of Sedian 1 of this Lease. If Landlard is unable to deliver possession of the Premises to Tenant by the Cammencement
Date as detertnined pursuant to lhe first two sentences of Sedion 1, then (a) the Commencement Da[e shall mean the date that lhe
Premises are available for occupancy as set forth in a written notice irom Landlord to Tenant, and (b) Tenant shall take possession
of the Premises within ten (70) days after receipt of written natice from Landlord that the Premises are available for accupancy. By
taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in its "as-is' condition, fit for accupancy,
and acknowledged that the Premises are in satisfactory conditlon and repair.
SECTION 12. DEFAULTS 1
12.1. Events o( Default. The occurtence of any of the following shall constitute a material defauft and breach of this
Lease by Tenant
(a) The vacaling or abandonment of the Premises by Tenant prior to the expirallon ar eaAier tertninatian
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 ta Seciion 7 of this Lease.
(dj A violation of the terms of Sedion 10 of this Lease.
(e) A failure to provide any declaration, document or instrument required pursuant to Sedlon 18 of this
Lease within the time periad sel forth in such SecGan.
(q The failure by Tenant [o vacate anA surrender the Premises by the dale required pursuant to Section
16.1(b) or Section 16.2 hereof ar by the date required pursuanl to any other terminatian option or agreement set foRh herein or in
any amendment or other agreement.
(g) A faiture by Tenant to observe or perform any other obligation under Ihis Lease lo be o6served or
perfortned by Tenant, other than payment o( any Renl, within thirty (30) days after wriqen notice by Landlord to Tenant specifying
wherein Tenant has failed lo peAortn such obligation; provided, however, that if the nature of TenanPs obligation is such that more
than thirty (30) days are required for ils perfortnance, then Tenant shall not be deemed lo be in default if it shall wmmence such
perfortnance within such thirty (30) day period and thereaker diligently prosecute the same to completion by not later than ninety
(90) days afler Tenant receives Landlord's written notice.
(h) The making by Tenant or any guarantor of this Lease of any general assignment far the benefit of
creditors; the filing by or against Tenanl or such guarantor o/ a petilion to have Tenant ar such guarantor adjudged a bankrupt or the
filing of a petftion (or reorganiza[ion or arrangemenl under any law relating to hankruptcy (unless, in the case of a petilion filed
against Tenanl or such guaranlor, Ihe same is dismissed within sixty (60) days); the appointment of a truslee or receiver to take
possession of substantially all of Tenant's assels located at the Premises or oF Tenant's interest in this Lease, where passession is
not restored to Tenant wilhin lhirty (30) days; or the aUachment, execulion ar other judicial seizure of subslantially all of Tenanfs
assets lowled al the Premises or of TenanPs interesl in lhis Lease, where such seizure is nat discharged withfn thirty (3D) days.
(i) The failure by Tenant or any affiliate or subsidiary of Tenant to observe or peAorm any tertn,
covenant or condilion under any ather lease or agreement between (i) Tenant and such a�liate or subsidiary ot Tenant, and (II)
Landlord or any a�liate or subsidiary af Landlord, and such failure shall have cantinued beyond any cure period for such failure set
forth in such other lease or agreement.
12.2. Landlord's �efault. Landlord shall nol be deemed to he in defaull in Ihe pertortnance of any obligatfon requlred
to be performed by it hereunder unless end until it has failed to perform such obligation within thirty (30) days afler wririen notice by
1911373.1 6
Gross Lease
5f01lOB ,
Tenant to Landlord speci(ying wherein Landlord has failed to pertortn such obligalion; provided, howeve�, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required for its perfortnance, then Landlord shall not be deemed to
be in default if ft shall cammence such perfortnance within such thirty (30) day period and thereafler diligently prosecute the same to
compielion. ,
SECT�ON 13. REMEDIES
13.1. Remedies. In ihe event an event of defaull occurs on the part of Tenant as set foAh in Sedion 12, Landlord
may exercise one or more of the following descrihed remedies, in addition to all olher righls and remedies availahle at law or in
equity, whether or not stated in this Lease:
(a) Upon the accurrence of an evenl of defaui[ on Tenant's paA as sel forth in Section 12, Landlord may
continue this Lease in full force and eHed and shall have the right to collect Rent when due, and Landlord may re-enter the
Premises wilh or wilhout legat process and relet them, or any pad of them, to third parties for Tenan['s account and Tenant hereby
expressly waives any and all claims for damages by reason of such re-entry, as well as any and all claims for damages by reason af
any distress wartants ar proceedings by way of sequestration which Landlard may employ to recover said rents. Tenant shall be
liable immediately to Landlord for all wsts Landlord incurs in releqing lhe Premises, including, without limitation, brokers'
commissions, expenses of remodeling the Premises required by the reletting, reasonable attomeys' fees and costs and like costs,
Reletting can be far a periad shorter or longer than lhe remaining Tertn 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 lhe Rent due under this Lease, less the rent Landlord receives From any reletting. No act by Landlard
allowed by this paragraph shall termina[e this Lease unless Landlord notifies Tenant in writing that Landlord elects to [ertninate the
Lease.
(b) At any time after the accurtence of an event of default by Tenant as described in Section 12, Landiord
may tertninate this Lease. Upon tertnination, Landlord shall have the right lo wlled an amount equal to the sum of the following: all
expenses incurred hy Landlord in recovering possession of the Premises, including reasonable attomeys' fees and costs; all
reasonable costs and charges for the care of the Premises while vacant; all renovation costs incurred in cannection urith the
preparation of the Premises for a new tenant; all past due Rent which is unpaid, plus interesl lhereon at the Interast Rale (as
deflned In Sedion 21.9); lhe unamortized portion of any and all tenanf improvement, finish and/or renovation allowances prouided
by Landlord in connectian with Ihis Lease or any amendment or extension of this Lease (such amortizaUon to be detertnined on a
straight-tine basis); and an amount hy which the entire Rent far Ihe remainder of the Tertn exceeds the loss of Rent that Tenant
proves could have been reasanably avoided.
(c) No tertnfnalion of this Lease, or taking or recovering possession of the Premises wilh or without
termination of [his Lease, shall deprive Landlord of any remedies or actions against Tenant for Rent or for damages due or to
become due (ar the breach of any covenant or condition in this Lease, nor shall the bringing oi any such action for Rent, or breach
of any covenant or conditian, or the cesoA to any other remedy he hereln construed as a waiver of the right to terminate or to obtaln
possession of the Premises as othenvise provided herein. No receipt of maney by Lendlord from Tenant after default or tertnination
of this Lease shall: (i) reinstate, continue, ar extend the Tertn or affed any notice given to Tenant, (ii) operete as a waiver of the right
of Landlord to enforce the payment of Rent Ihen due or to bewme due, or (iii) operate as a waiver of the righf of Landlord to
terminate the Lease, recover possession of the Premises or exerclse any other remedy.
(d) In the event of an "Unauthorized Holdover (as defined in Sedfon 16.1), then in addition to all other
remedies available herein, at law or in equity, at Landlord's eledion, Tenant shall pay to Landlord any and all damages, losses,
, claims, demands, judgments, costs and expenses (including, without limitalion, reasonably dKorneys' fees and costs of litigatian)
' incurred or suNered by Landlord as a dired or indirect result of or arising from Tenant's failure to timely vacate and surrender lhe
Premises, inGuding wilhout limitalion, any lost rent or profit resulting trom any delay in landlard's abiliry to deliver possession of the
Premises to another tenant.
13.2. AddiNonal Remedles. Shauld any of lhese remedies, or any portion thereof, not be pertnilted by the laws of the
state in which the Building is located, then such remedy or poAion lhereof shall be considered deleted and unenforceable, and the
remaining remedies or poAions thereof shall be and remain in full force and effed. Landlord may avail itself of these as well as any
other remedies or damages allowed by law. All rights, optians and remedies of Landlord provided herein or elsewhere by law or in
equiry shall be deemed cumulalive and not exclusive of one another. In lhe event Landlord employs the serviees of an atlomey to
enforce any of ils rights under this Lease or to collect any sums due to it under this Lease or [a remedy the breach of any covenant
in this Lease on Ihe paA of Tenanl to be kept or perfortned, Tenant shall pay to Landlord such reasonable fees and wsts as shall be
charged by Landlord's attorney Tar such services.
SECTION 14. RULES AND REGULATIONS
Tenant shall observe faithfully and camply strictiy wilh the rules and regulations set forlh on Addendum "A' attached to
this Lease and made a part hereof, and such other rules and regulatians as Landlord may frorn time to time reasona6ly adopt for the
saiety, wre and cleanliness af the Building ar the preservation of good order therein (the rutes and regulatlons set foAh on
Addendum "A' attached hereto, together with any such other rules and regulatians shall be referred to herein as the "Rules and
Regulations ). Landlord shall not be liable to Tenant for vfolalion of any such Rules and Regulatlons 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 thal Tenant has read the Rules and Regulations set foAh on Addendum "A' attached hereto and has
agreed to comply with lhe Rules and Regulalians.
SECTION 15. RIGHT OF ACCESS
Upon reasonable notice to Tenant, landlord and its employees, contradors and agenis shall have free access to the
Ptemises during all reasonable hours to insped the Premises, to make reasonable repairs as required hereunder (provided,
however, Landlord shall have no oblfgation as a result of such examination to make any repairs ather than as expressly set foAh
herein), lo remediate and remove Organics fram the Premises (provided, however, Landlord shall have no obligalion to remediate
and/or remove Organics), to maintain and repair any pipes, ducts, condui[s and the like in and [hrough the Premises (whether the
same service the Premises or other portions of lhe Building) and to exhibil the Premises to prospective purchasers, lenders or
tenants. Furthermore, upon reasanable natice to Tenant, Landlord and ils employees, con[ractars and agenls shall have free access
to the Premises during all reasonable hours to construct and install any and all supports, improvemen[s, pipes, duds, wnduits,
wires and mechanical equipment serving other portians of the Building, in, through, under or above the Premises that Landlord
deems desirable therefor, without the same constituting an aclual or constructive eviction oi Tenant; provided, howe�er, landlord
shall use reasonable efforls to minimize the disruption to Tenanl's business. FuAhertnore, Tenant acknowledges that Landlord may
from time to lime, wnstrucl improvements on, in or about o�her portions ot [he Building or in the vicinity of the Building and Tenant
agrees that any noise resuiling from such construction activities shall not constitute an actual ar canstrudive evidion oFTenant or be
deemed to violate any covenanl of quiet enjoyment set foAh in this lease. If Landlord detertnines thal as a result of any disruptlon
caused by any wnslruclion described in this paragraph (excluding canstrudion of renovallons or tenant finishes to the Premises for
the benefit of Tenant), Tenant is unable to use or occupy any portion of lhe Premises tor the condud of Tenant's business, then
Landlord shall abate Rent for such period as reasonably detertnined by Landlord in proportion to the part of the Premises which is
unusable by Tenanl in lhe condud of Tenanl's business as reasonably detertnined 6y Landlord. Landlord and I[s agents shall have
access to Ihe Premises al any time wilhout prior notice in the evenl of an emergency. .
iEIiK3R�l
• Gross Lease �
5/01/08
SECTION 18. END OF TERM; HOLDOVER AND LEASE TERM EXTENSIONS
16.1. Surrender of Premises and Unaulhorized Holdover. (a) At lhe tertnlnation or expiration of the 7erm of this
Lease, Tenant shall surrender lhe Premises to Landlord In as good condition and repair as at the Commencement Date, reasonable
wear and tear and damage by fire and ex[ended coverage perils excepted, and will leave lhe Premises broom-clean. If not then in
defautt, Tenant shall have the right prior to said terminalion to remove any equipment, fumilure, trade fixtures or other personal
property placed in the Premises by Tenant, provided that Tenant pramptly repairs any damage to the Premises or the Building
caused by such removal. Nolwithstanding Ihe foregoing, Tenant shall not have the right to remove any fixtures or equiprnent
wnstrucled or installed in the Premises by Landlord or Landlord's contrador or agents. All of Tenant's personal property not
removed by Tenant on or hefore Ihe tertnination or expiration of lhe Term of this Lease shall be considered abandoned by Tenant
and may be appropriated, stored, sold, destroyed ar othervvise tlisposed of by Landlord without first giving nalice thereof to Tenant,
wlthout any payment to Tenant and withou[ any obligation to account to Tenant therefor. If any low-voltage cable and/or wiring has
been installed by Tenant or by Landlord at TenanCs request in the Premises or elsewhere in the Building (the "Low-VolWge
Wiring'), then al 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 terminalion of this Lease or removed by Landlord before or aRer the expirallon or earlier tertnination
of this Lease. Tenant shall reimburse Landlord upon demand by Landlord for all cosls incurred by Landlord in removing or sloring
any abandoned personal property or Low-Voltage Wiring.
(b) If Landlord nolifies Tenant in wriling that Tenant must vacate the Premises by the end of a Lease Term and
Tenant holds over and remains in possession o( the' Premises after such Lease Tertn expiration date, or 'rf Landlord or Tenant
exercises any right or option to terminate lhi@ Lease ar othenvise agree in writing lo terminate this Lease and Tenant hotds over and
remains in possession of the Premises after Ihe date by which Tenant is required to vacate and surrender the Premises, then such
holding over shall aperate as an extensian of lhis Lease from month to month (such holdover shall be referced to hereln as an
'Unautho�ized Holdovel' and the tertn of such Unauthorized Holdover shall be referred to hereln as an "Unauthorized Haldover
Term'). Such Unauthorized Naldover Tertn shall be on all of the same tertns and canditions as herein provided (oiher than the
duration of the term) and Tenant shall pay Landlord monlhly Base Rent for the perfod of i[s holdover equal to 120% of the amount oF
the monthy Base Rent inslallment due and payable hereunder for the last full month of the 7erm before such holdover. Such
Unauthorized Holdover Term may be tertninated by Landlord or Tenant delivering not less than thirty (30) days' priar written noUce of
tertnination to ihe olher party. In the event oi the delivery of any such notice of tertnination, this Lease shall terminate upon Ihe later
of the following (the "Unauthorized Holdover Termination Date�: (f) lhe date of termination set forth in such notice, (ii) lhe thirtieth
(30th) day after the delivery of such nolice to the non-[ertninating party, or (iii) such other date as may be agreed upon in wriling by
Landlord and Tenant. In the event of any such termination of ihis Lease, Tenant shall vacate and surrender lhe Premises to
Landlord in accordance wilh the provisions af SecUon 16.1(a) of this L'ease on or hefore the Unauthorized Holdover Termination
Date. Notwithstanding anylhing ta the conlrary set forth herein, (x) no exerctse of the foregoing [ertnfna[ion option shall extend the
term oi this Lease and (y) if follawing Ihe Unauthorized Holdover Tertnination Date, Tenant has not vacated and surrendered the
Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not tertninate, bul instead shall continue as a new
Unauthorized Holdover and the monthly Base Rent payable far such new Unauthorized Holdover shall increase to 120% of the
amaunt of the monthly Base Rent due and payable hereunder tar lhe immediately preceding Unauthorized Holdover Tertn.
Nolwithstanding anything to the contrary set fadh herein, the Base Rent payable for any Unaulhorized Holdover Tertn shall not exceed
the amount pertnitted under the "Stark Ls� (as defined in Sedian 21.13(a) hereoQ as detennined by Landlord. If any Unaulhorized
Holdover violales lhe SlaAc Law, and as a result of such vialation () Landlard or any affiliate of Landlord is denied any payment (or
heallhcare or related services under Medipre or any olher "Federal Healthwre Progrem' (as defined in Sedion 21.13(cj hereof ), or (ii)
Landla�d or any affiliate af Landlard voluntarity or involuntarily refunds any payment for healthcare ar related senrices under Medicare or
any ather Federal HeaHhrare Program, ihen in any such event, at Landlord's election, Tenant shall reimburse and pay to Landlord or
such afiliate the amount of such denied or refunded payment
16.2. Automatic One Year Extension Terms. (a) Landlard a�d Tenant acknowledge end agree that ff the parties
mutualty desire to renew or eMend the 7erm of this Lease, lhen the preferred method far accamplishing such renewal or extension shall
be by the exewGon of a new lease of the Premises. Nolhfng set forth herein, howe�er, shall obligate eilher Landlord or Tenant to
execute a new lease. If the parties do not enler inta a new lease of the Premises, Tenanl remalns In possession of the Premfses after
the expiration of lhe Tertn af this Lease and such continued possessian does not canstitute an Unauthorized Holdover, fhen in arder to
pre�ent such conUnued possessfon from violating the Stark Law, the panies agree lha[ this Lease shall be extended autamalically far an
additional tertn of one (1) year (each such one (1) year term, a"One Year Extension Term'). Except as olhenvise expressty provided
in Sedion 16.1(b) above, Tenant's failure io vacate and surtender the Premises in accordance with Sedion 16.1(a} above upon the
expiration of the Tertn of this Lease shall conslitute TenanPs inconlestable and irtevocahle consent and agreement to extend the Tertn
of this lease by such One Year Extenslan Term upon such terms and conditions as provided in lhis Sedian 16.2. Such One Year
Extension Tertn shell be on lhe same tertns and conditions as contained in this Lease, except as provided athenvise In this Secllan
16.2. Annual Base Renl for each One Year Exlension Term (lhe "New Base Rent', shall be determined as set forth below.
(1) Landlord shall endeavor to noTrfy Tenant in writing of the New Base Rent payable for the Premises
during an One Year Extension Tertn (a "New Base Rent Notice� not less than 45 days prior to Ihe commencement of such One Year
Extensian Tertn; provided, however, failure lo deliver a New Base Rent Notice to Tenant 45 or more days prior to lhe commencement of
such One Year Extension Tertn shall not canstilute a breach or violalion of lhe tertns of this Lease by Landlord. Annual Base Rent for
an One Year Extension Tertn as set fonh in a IYew Base Rent Natice shall be the amaunt equal ta the Fair market rental value af the
Premises, on an annual basis, as detertnined by Landlord. Landlord and Tenant agree Ihat dellvery of a New Base Rent Notice before
or after lhe exerdse of any right o� optlon to tertn(nate this Lease shall not be deemed to vaid, cancel or othervvise affect the exercise of
such right or optlon lo tertninate unless Landlord and Tenant agree in writing to cancel the exercise of surh right or aption !o tertninate.
(2) It Landlord delivers the New Base Rent Notice to Tenant 45 or more days prior ta the commeneement of
such One Year Extension Tertn,lhen the annual New Base Rent for such One Year Extension Tertn shall Ge [he annual Base Rent for
the Premises as set foAh in such New Base Rent Notice. If Landlord fails to deliver the New Base Rent Notice to Tenant 45 or more
days prior to Ihe commencemenl of such One Year Extension Tertn or if Landlord does not deliver a New Base Rent Notice, then Ihe
annual •New Base Rent rate for such One Year Exlensian Term shall be 115% of the amount of the annual Base Rent rale in effed
immediately prior to the cammencement of such One Year Extensian Tertn. Beginning on lhe first day of such One Year EMenslon
Term and thereafter for the remainder ot such One Year Extension Term, Tenant shall pay the New Base Rent in equal monthty
inslallments on the first day of each month of such One Year Bctension Term. The parties agree that delivery af a New Base Rent
Notice to Tenant less Ihan 45 days prior to the wmmencement of an One Year E�ension Tertn shall not e(fect lhe calculation or
detertnination of the New Base Rent payable for such One Year Extension Term. Subjed to the rights to tertnlnate this Lease pursuant
to this Sedion 16.2, the deteRnination pursuant to this paragraph af the New Base Rent paya6le for an One Year Extension Term shall
be incontestably binding on Tenant, shall not require the execulion of any additianal agreements hy the paRies, and shall be e(fed'rve
regardless of any objedion to or rejedion of lhe One Year Exlension Tertn or lhe New Base Rent amount by Tenant.
(b) Notwithstanding anything to the wntrary sel farth in this Lease, (1) Landlord may terminate this Lease effeclive
at any time during an One Year Extension Tertn by delivering written notice of terminatlon to Tenant at any time, and (2) Tenant
may tertninate this Lease eFfeclive at any time during an One Year Extension Tertn by delivering written notice of tertnination to
Landlord na later than lhe thirtieth (30th) day aNer lhe 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
tertnination, this Lease shall lertninale upon the later of the following (the °One Year Extension Tertnination Date'): (i) the daie of
termination set forth in such notice, (ii) the lhirtieth (301h) day after the delivery of such notice to the non-tertninatin9 party, or (iii)
such other date as may be agreed upon in writing by Landlord and 7enant. 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 Seclion 16.1(a) of this Lease on or
before the One Year Extension Termination Oate. Nolwithslanding anylhing to the contrary set torth herein, (x) no exercise of the
foregoing tertnination option shall extend the tertn of this Lease and (y) if following the One Year Extension Termination �ate,
1911373.1 8
Gross Lease
5l01lOS
Tanant has not vacated and surrendered the Premises in accordance with Sectian 16.1(a) of this Lease, then this Lease shall not
tertninate, but instead shall continue as an Unauthorized Holdover subject to Sedion 16.1(b). Upon tertnination as provided above,
both parties shall be released of all obligatians and liabilities arising under this Lease following the effedive date of tertnination;
provided that the parties shall remain liable for all obligations under th(s Lease that have accrued prior to such tertninalion or are
olhenvise intended to survive termination of this Lease.
SECTION'I7. TRANSFER OF LANDLORD'S INTEREST
In the e�ent ot any transfer or transfers of Landlord's interest in Ihe Premises or in the real property of wAich lhe Premises
are a part, the transferor shall be automatically relfeved of any and all obligalions and liabflfties on the part of Landlord accruing from
and after the date of such transfer.
SECTION 16. ES70PPEL CERTIFICATE, ATTORNMHNT, AND NON-DISTURBANC£
18.1. Eslooael Certificate. Within ten (10) days following recefpt of Landlord's written request, Tenant shall deliver,
executed fn recordable form, a declaration to any person designated by Landlard: (a) ratifying lhis Lease; (b) slating the
commencement and tertnination dates of lhe Lease; and (c) certifying (i) fhat this Lease is in full force and effect and has not been
assigned, modified, supplemented or amended (excepl by such writings as shall he stated); (iI) that all cond(tions under this Lease
lo be perfortned by Landlord have been satisfied (stating exceplians, if any); (iii) that no defenses, credits or oHsets against the
enforcement of lhis 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 Landtord; and (vii) such other information
as Landlord reasonably requires. Persans recei�ing such statements of Tenant shall be entitted to rely upon them.
18.2. Sale of Landlord's Interest. In [he event of the assigoment of this Lease pursuanl to any sale or assignment of
Landlord's interest in the Premises or the Building, then upon Tenanfs receipt of written notice of such sale or assignment, Tenant
shall atlom to and rewgnize such purchaser or assignee as Tenanfs landlord under this Lease, and shall promp[{y execute and
deliver any Inslrument that may ba necessary to evidence such attomment. Upon lhe effedive date af any such sale or assignment,
the assigning Landlord shall be released from all covenants and conditions as Landlord hereunder. Excepl as may be provided
otherwise in Section 18.3 or Seclion 18.4, and wilhout further agreement belween the parlies, 1he purchaser or assignee shall be
deemed to have auumed ali covenants and condilions of Landlord hereu�der and this Lease shall continue In full torce and eHed
as a direct lease belween such purchaser or assignee, as Landlord, and Fenant, suhject to all af the tertns, co�enants and
wnditions of this Lease, regardless of whether Tenant executes and delivers the inslrument requested by such successor landlord.
No consent of Tenanl shall be required in the event of any such sale or assignment which is made subject to ihis Lease, or to any
sale ar conveyance of the Bullding or the Premises pursuant lo 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 eNeC as a sublease belween landlord, as
sublessor and Tenant, as sublessee.
18.3. Subordination. This Lease shaif be suhject to and subordinate and inferiar at all times to the lien of any
mortgage, to any deed of lrust or olher method of ffnancing or refinancing naw or hereafter existing against all or a part of Landlard's
interest in [he Premises, the Building or [he real propeAy upon which the Building is located, and to any existing or tuture lease by
which Landlard as tenant leases the Premises, the Building andlor the ground upan which the Buflding is loca[ed (in which latter
Instance this Lease is a subtease), and to all renewals, modificalions, replacemenls, consalidatlons and exlensions o( any af ihe
foregoing. Tenant shall execute and deliver all documents requesled by any moAgagee, deed of trust or security holder or lessor to
eHect such subordination. If Tenanl fails lo execute and deliver any such document requested by a mortgagee, deed of trust or
security holder or lessor to effed such su6ordination, landlord is hereby authorized to execute such documents and take such other
reasonable steps as are necessary to effed such subordi�a�ion on behalf of Tenant as Tenant's duly authorized irrevocable agent
and attorney-fn-fact, it being agreed that such power fs one'caupled with an interesl. TenanPs failure ta execute and deliver such
documents or instruments provided for In this Sectlon 18 within fourteen (14) days aRer the receipt by Tenant of a written request
shall canstitute a defaul[ under this Lease. In the event of any foreclosure, sale fn lieu of foreclosure or other sale or transfer of the
Premises, the Building or lhe real property upon which the Buildfng fs tocated pursuant to any such mortgage, deed of trust or other
security agreement or in the event of the tertnination or expiration of the lease, if any, by which Landlord as tenant leases the
Premises, the Building andlor the ground upon which the Building is located, the purchaser ar the lessor under such lease, as the
case may be, at its option, may take over and assume lhe rights and interesls of Landlord under this Lease (but such purchaser or
lessor shall have no obligatian ta do so), and in such evenl, Tenant shall attorn to such purchaser or lessor pursuant to the
provisions of this Lease; provided lhat, such purchaser ar lessor shall no[ (i) 6e liable for any previous act or amissian of Landlord
under Ihis Lease, (ii) be subject to any oHset, nol expressly provided in this Lease, which theretofore accrued to Tenant against
Landlord, or (iii) be baund by any previous prepayment of more lhan one (1J manlh'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 af NIA (said lease as
amended or renewed and any replacement lease eHeclive upon the expiralion of said lease shall hereinaker be referred ta as the
'Prime Lease'), behveen N/A, as tessoAlandlord (said lessorllandlord, its successors and assigns shall be refeRed to herein as the
'Prime Lessor), and Landlord, as lesseeltenant. Unless renewed or eMended, the current teRn of the Prime Lease will expire on
NfA. Accordingly, this Lease Is a sublease and is subjecl and subordinate to the Prime Lease and to all af the mafters to which the
Prime Lease is or shall be subordinate. Notwi[hstanding anything to contrary provided elsewhere in this Lease, if the Prtme Lease
expires or olhervvise tertninates prior to the date of expiration of the tertn af lhis Lease (inGuding without limitation, any extension af
the lertn pursuant to Section 16 or pursuant lo any amendment to this Lease) and such Prime Lease is not renewed or extended,
then Ihe tertn of lhis Lease shall expire and tertninate an the date af explration or termination of fhe Prime Lease unless Prime
Lessor assumes this Lease as provided In Secqon 18.3 above. Tenant shall indemnify and hold Landlord hartnless from and
against any and all claims, dernands, adions, losses, damages, orders, judgments, wsts and expenses (InGuding, without
Iimitation, holdover rent and damages payable under the Prime Lease, reasonable attorneys' fees and costs of litigatian) incurted by
Landlord as a resull of or arising from Tenant's failure to vaca[e and surrender the Premises in accordance with lhe terms of Sedion
16.1(a) of lhis Lease on or before lhe date of expiration or tertninalion of lhe 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 lhe term of the Prime Lease or of the execution of any new tease wilh
Prime Lessor for the Building or Premises.
(b} Insofar as Prime Lessor is or may 6e obligaled to furnish any services to the Premises, to repair or rebuild the
Premises or Ihe Building, to perfartn any olher act whatsoever wllh resped �o ihe Premises or the 8uilding or to perform any
obligalion or salisry any condition oF the Prime Lessor under Ihe Prime Lease, Tenant expressly adcnowledges and agrees that
notwithstandfng anything to the contrary provided in ihis Lease, Landlord does nal undertake the performance or observance of
such obligations. Furthermore, Tenant expressly acknowledges and agrees that notwithstanding anything to the wntrary provided
in this Lease, it Landlord does not possess the requisite right, power or aulhority under the Prime Lease to provide or perform any
service, dury or obligatlon requlred by the terms of this Lease, lhen Landlord shail have no obligation under this lease io provide or
periortn such service, duty or obligatian. Landlord, howe�er, agrees lo use commercially reasonable efforts to obtain Prime
Lessors performance of Prime Lessors obligations under the Prfine Lease far Tenanfs benefd, but wilhout obligating itself to
instilute legal action or incur any aut of poc4el expense. If afler receipt of written request from Tenant, Landtord fails or refuses lo
(ake cammercialty reasonable adions for lhe enforcemenl of Landlard'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 appiy to the Premises.
1911373.1
Gross Lease
5/01108
(c) This Sedion 18.4 shall nat appiy if in Sedfon 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.
SECTtON 19. NOTICES
(a) Any notice required or permitted to be given hereunder shall be in wrNing and may be given by: (i) hand delivery
and shall be deemed glven, delivered and received on the date of delivery; (ii) registered or certified mail and shall be deemed
given, delivered and received an the third day follawing the date of mailing; or (iii) overnight delivery and shall be deemed given,
delivered and received on the following day. .
(b) All nolices to Tenant shall be addressed to Tenant at the Building of which tha Premises are a part and to
Landlord as foilows (or to any other address that Landlord shall designate in writing):
Denton Reaional Medical Center
3535 S. I-35E
Denton. Texas 76210
Attenliort: Adminislration
W8h a copy to:
HCA Inc.
One Park Plaza .
Nashvllle, TN 37203
Attenlion: Vice President, Real Estate
And lo:
Linwln Harris CSG
3537 S. 135 E.. Suite 205
Denton. Texas 76210
Attention: Prooertv Manaaer
(c) In the event a party hereto delivers written natice by a method not authorized pursuant to Section 19(a) ahove
(e.g, fax or emall)(a "Nonconforming Notice�, (i) such Nonconforming Natice shall be deemed to be duiy given, delivered and
recelved if and only if the recipient af such Nonconfartning Notice acknowledges ils receipl and acceptance af such Nonconiorming
Notice in wriling by a method authorized in Section 19(a) or by the same method as such Noncaniortning Notice was delivered to
such recipient, and (ii) lhe date such Noncanforming Natiee shall be deemed [o have been given, delivered and received shall be
the date of acceptanee of such Nonconfortning Notice by the recipient Ihereof set forth in its written acknowledgment of receipl and
acceptance. A Nonconfortning Notice shall not be deemed given, delivered, received or accepted unless the recipient lhereof shatl
have acknowledged its receipt and acceptance of such Nonconforming Notice in wriling as provided ahove. Neither Landlord nor
Tenant shall have any obligation to accept a Nonconfortning Notice.
SECTION 20. TERMINATION AS A RESULT OF DEATH OR DISABILITY
20.1. Right to Tertninate. Provided lhat Tenant is a salo practitianer or a prafessional corporation with one
shareholder, and provided thal Tenant, at the time of such practftioners or shareholders death or "Perrnanenl DisabililY (as
hereinafter defined), is not in defaull under any term or condition of this Lease, then subjed lo the terms of this Section, Tenant or
the legal representative of his/her estate shall have the right to tertninate this Lease by giving Landlord not less lhan sixty (60) days
prior wririen notice of tertnination, accompanied by salisfactory dowmentation of dealh or Pertnanent Disability, Within thiAy (30j
days after Landlard's receipt of such notice of tertninatian, Landlord shall notify Tenant or the legal representative of his/her estale in
writing of the amaunt of the cancellation fee (the "Cancellation Fee") that shall be required as consideraUon for the tertnfnation of
this Lease. The Cancellation Fee shall be the sum of (A) the amount detertnined by Landlord In fts reasonable Judgmen[ ta be the
amount tha[ is commercially reasonable under Ihe circumstances existing at ihe time of exercise of this aption to tertninate, plus (B)
the unamortized portion of any tenant imptovements, fi�ish or renovation allowance provided by Landlord in connection with this
Lease remaini�g as of the effective dale of termination {said amortizallon to be calculated on a straight-line basis over the eniire
Tertn). Payment of the Cancellatton Fee, if any, shall he a conditlon precedent to the tertninatian of this Lease under this Sedion. If
such notice of tertnination shall be duty given, then Ihis Lease shall terminate upon the later of (i) the date of termination set foRh in
such notice, (ii) lhe sixtieth (60th) day after the date of delivery of such notice af tertnination, (ili) the date Tenan[ or [he �egal
representalive of hislher estate pays the Cancellation Fee, or (iv) the dale Tenant vacates and surrenders the Premises in
accordance with Sec[ion 16.1(a) of this Lease. Tenant or lhe legal representative af hislher estaie shall vacate and surrender the
Premises to Landlord in accordance with lhe pravisions of Sedion 16.1(a) of fhis Lease by the later of the date set farth in clause (i)
or (ii) above. "Permanent Disabiliry' shall mean that such practitloner ar sharehotder is medically detertnined to be pertnanently
unable to pradice medicine as a result of a pertnanenl physical disahility.
20.2. Coroorations Partnersh(os and Limited Liabilitv Comoanies. If Tenant consists of two or rnare individual
persons or entities and each such entiry is wholly owned 6y an individual person or if Tenant is a paMership, limited Iiabilily
eompany or corporation with two ar more partners, members or shareholders who are each individual persons, La�dlord agrees to
release from liabiliry under this Lease any deceased or Pertnanenlly Disa6led person or pariner (or any entity thal is wholiy owned
by a deceased or Pertnanentty Disabled person�, and Landlord agrees lo release from liability under any guaranty of this Lease any
deceased or Permanently Disabled member or shareholder who has guarenteed this Lease; provided thal (a) the remaining
person(s) who constitute Tenant, the remaining partners and the remaining sharehotder(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 (s nat in default under
the terms of this Lease, and (c) no event has occurred which with lhe glving af notice and/or [he passage of time would constitute a
default by Tenant under this lease. Upon the occurrence of any such dealh or Pertnanent Disability, Tenant may give Landlord
written notice, which shall include satisfactory evidence of any Permanent Disabiliry, and such release shall be effective upon
execution of appropriate release and assumption agreements by the parties.
SECTION 21. MISCELLANEOUS PROVISIONS
21.1. Atlornevs' Fees. In the event that suit is brougM by eilher paAy against the other for a breach or default under
the tertns of this Lease, the prevailing paAy shall be entitled to reasonable attomeys' fees, which sum shall be fuced by lhe court.
21.2. Time of Essence. Time Is of the essence with respect to the performance of every provision of this Lease.
21.3. Headinas: Certain Definilions. The Sedion and paragraph captians containad in this Lease are for canvenlence
oniy and shall not be considered in the canstrudion or interpretation of any provision hereof.
21.4. Inwrooration of Prior Aareemenls: Amendmenis. This Lease, the Addenda and the ExhibNs attachad hereto
and incorporated herein contain all of the agreements of the parties hereto with respect to any matter covered or mentioned in ihis
Lease, and no prior agreement or understanding pertaining to any such matter shall be effedive far any purpose. No provision of
this Leasa may be amended or added to except by an agreement in writing signed by the paRies here[o or their respective
successors in interest.
21.5. Waivers of Subroaation and Claims. Landlord and Tenant hereby mutually waive any and all claims and rights
oi eecovery against one anathet based upon the negligence of either Landlord or Tenanl or their agenfs or employees tar real or
personal property loss or damage occurring to lhe Premises ar [o lhe Building ar any paA thereof or any personal property located
therein from perils which are able to be insured agafnst in standard fire and eMended co�erage, vandalism and malicious mischief
and sprinkler leakage insurance contracls (commonly referred to as'All Risk'), whether or not such insurance is actually carrled. IF
either party's insurance policies do not permit this waiver of subragation, then such party will obtain such a waiver irom ils insurer at
its sole expense. FuAhermore, nolwithstanding anylhing 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 lo persons in or on the Premises from any cause
other than Landlord's gross negligence or intentional miscondud, and Tenani hereby waives all claims in respect thereof against
Landlord.
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• Gross Lease
5/01l08
21.6. Waiver. No waiver by Landlord or Tenant of any breach or defaull of any tertn, agreement, wvenant or
condilion of this Lease shall be deemed to be a waiver of any other term, agreement, covenanl or candition hereof or of any
subsequent breach by Landlord or Tenant of ihe same or any other term, agreement, covenant ar condition. Landlord's consent to
or appraval of any act by Tenant requiring Landlard's consent or approval shall no[ 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 Landtord or Landlord's agents during the Tertn of this Lease shall be deemed an acceptance of a surrender
of the Premises, and no agreement lo 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 af any agreement, covenant or
obligation of Tenant or any other tertn or candition of this Lease, No detay in 6illing or any failure to bill Tenant for any Rent, nor any
inaccurate billing of Renl shall constitute a waiver by Lantllord of its right to collect and to enforce Tenant's obligalion to pay the fuil
amount of Rent due and payabte 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 arnount less than is due
hereunder shall he deemed to be other than payment towards or on account of the earliest po�tion af the amount then due by
Tenanl, 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 satisiaction (or payment in full) and Landlord may accept such check or payment without preJudice ta
Landlord's rfght to recover the balance of such amount or pursue any ather remedy provided herein.
21.8. �uiet Enjoyment. Subjed to the lertns, covenants, conditions and Ilmitations set foAh in this Lease, Tenant
shall have quiet enjoymenl and possessian of the Premises free from evidian ar inter(erence by Landlord so long as Tenant pays as
and when due the Rent and other charges provided herein and othenvise tully and punctually perfortns and complies wilh all the
tertns, cavenants, conditions and limitatians set forth in thfs Lease.
21.9. Late Pavments. If any monthly installment oF Base Rent ar 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, al Landlord's election, pay Landlord a late charge af five percent (5%) of the amount of such Installment or payment.
In addition, 'rf any such past due installment of Base Rent or payment of Additional Rent is nat received by Landlord within the thirty
(30) day perlod following the Late Paymenl Date or within any su6sequent thirty (30) day period, such past due installment or
payment shall, upon demand, at Landlord's elec[ion, be subjed 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 adminislrative 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
6efore the due date Ihereof, then Tenanl shall, upon demand, at Landlord's eledion pay interesl on the unpaid balance at the lesser
oE the following rates ([he 'Interest Rate'): (a) the prime rate of interest as published by The Wap Stieet Joumaf fram time ta t(me,
plus four percent (4°h) per annum, with each change in such prime rate being eHedive on the date such change is published, or (b)
the highest rate permitted by applicable law.
21.10. Binding EHed. This Lease shall be binding upon, and inure to the benefit of the paAies hereto, their heirs,
successors, assigns, execulors and administrators. However, nothing in this Sedion shall be deemed to amend the provisions of
Sedlon 10 on assignment and subletting. If Tenant camprises more than ona person or entity, then all such persons and entities
shall be jointly and severally liable for Ihe (ull and prompt perfortnance of all obligations, indemnities and agreements to be
perfortned or observed by Tenanl under and pursuanl to this Lease, including but not limited to lhe payrnent of Rent and any and all
other sums required lo be paid Ey Tenant hereunder when due. This Lease may be executed in any number oi caunterparis, each of
whiCh shall he an original, but all of which togelher shall constllule one and Ihe same instrument.
21,17. Charaes and Fees. If Tenant requests from Landlord a"Requested Approval' (as defined belaw) and
landlord is willing to provide such Requested Approvaf, [hen If required by Landlord in its discrelion, Tenant shall, at Landlord's
option, either (A) pay ta LanGtord the fee set by Landlord for processing, negotiating and providing such Requested Approval, a� (B)
reimburse to Landlord the fees and costs paid by Landlord ta its aHomeys far the review, negotiation and preparation and/or
mod�cation of the Requested Approval and any additional documents or agreements Landford 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 ihirty (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 Seclion a"Requested Approval' shalt mean (a) any consent, approval or waiver requested hy Tenant with respect to
�(i) any pertnitted or prohi6ited use of the Premises, (II) alteratlons and (mprovements to the Premises, (iii) any subletting or
assignment, or (iv) any other change in the tertns, conditions or provisions of this �ease or any other matler under this Lease, and
(b) any estoppel certificate, lien waiver or alher ceAificate or agreement requested by Tenant, with such modifications ta such
wnsent, approval, waiver, ceRificale of other agreemenl as are requ(red by Landlord. If,Tenanl is required pursuant to lhe terms of
this Lease lo provide any certificate, statemenl or other infortnation and Tenant fails lo provide such certificate, statement ar other
(nformatian wilhin the time period required under lhis Lease, then in addition to any other rights or remedies that Landtord may have
under this Lease wilh respect to such failure, then if required by Landlord in its discretion, Tenant shall pay to Landlord an
administralive processing fee in the amount oF 510D (subJed to adJustment from time to time by Landlord in its reasonable dlscretlon
and afler delivery of written notice of such adJustrnent to Tenan[) for each notice subsequent to the first notice sent to Tenant
requesting such certificate, statement or olher infortnation, which fee shall be paid to Landlord within ten {70) days aRer invaiced to
Tenant. tf a specific lime period is not provided, then lhe time periad for delivering a certificate, statement and other informalian that
is to be provided an request or demand shall be ten (10) days after request or demand.
21.12. Governina Law. This Lease shall be governed by the laws of the state where the Building is located.
21.13. Reaulatorv Matters. (a) Landlord and Tenant enter fn[o this Lease wi[h the intenl of conducting their
relationship and implementing the agreemen[s contained herein in full wmpliance with applicable federal, state and iocal law,
including withaut limitation, the MedicarelMedicaid Anti-Kickback statute and regulatians, as amended (1he "Anti-Kickback Lav�),
and Section 1877 of the Social Security Ad, as amentled and the regulations promulgated thereunder (the "Stark Law').
Notwithstanding any unanticipated effect af zny of the provisions oi this Lease, neither party wfll in[entionally conduct ItseB under the
tertns af lhfs Lease in a manner lhat would wnstitute a violation of the An1i-Kickback law or the Stark Law. Wilhout Ifmiting lhe
generaliry of Ihe foregoing, Landlord and Tenant expressiy agree that nothing contained fn ihis Lease shall requi�e eRhe� party to
refer any patients to the other, or to any aKflale or subsidiary of the other.
(h) If any tegislation, regulation or government policy is passed or adopted, the effed of which would cause either
paAy 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 ta modify the tenns of this Lease to comply with applicable law. Should the parties
hereto fail lo agree upon modified tertns to this Lease within this time, either Landlord or Tenant may immediately tertninate this
Agreemenl by giving written nolice lo the other party.
(c) Tenant represents and wartants to Landlord that Tenant (i) is not curtently excluded, debarted or ofherwise
ineligible [o participate in Medicare or eny federal health care program under sectiori 1128 and 1128A of the Social Security Act, as
amended or as defined in 42 U.S.C. § 1320a-7b(�, as amended (the "Federel Health Care Programs'); (fi) has not been convicted
of a criminal oRense related to the provision of healthcare items or services but has not yet been excluded, debarred, or olherwise
declared ineligible to participate in any Federal Health Care Pragram; and (iii) is nol under investigation or olhervvise aware of any
circumstances which may result in Tenant being excluded from participatian in any Federat Health Care Program. The foregoing
representation shall ba an ongoing representation and warranty during lhe Term of this Lease and Tenant shall immedialely natify
Landlord of any change in Ihe stalus of the representation and warcanty set foRh in lhis Section. Landlo�d shall have ihe �ight �o
1911373.1
�Gross Lease
s�ovoa
immediately tertninate this Lease in the event the representation and warranty set forth in this Sedion is or becomes untrue at any
� time.
(d) For puryoses of this Sedion of this Lease, °Protected Heallh Infortnation', or "PHI', shall have the meaning
defined by the Standards (or 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 Numan Services ("HHS') pursuant to the
Administrative Simplifica[ion provisians af the Healih Insurance Portability and Accounta6ility Ad of 1996 ("HIPAA'), as amended
from Ilme to t(me. Tenant agrees to reasonably safeguard PHI from any inlentionat ar unin[entional disclosure in violation of the
Privacy Standards by implementing appropriale administrative, technical and physical safeguards to proled the privacy of PHI.
Tenant fuAher agrees to implement appropriate administrative, technical and physical safeguards to iimit incidental disclosures of
PHI, including disclosures to Landlord, its subcontrectors and agents. The parties agree ihat neither the Landlord nor its
contradors, su6contractars or agents shall need access to, nor shall they use or disctose, any PHI of 7enant. However, in the event
PHI is disclosed by Tenant or its agents to Landlord, its contradors, subcaniradors or agents, regardless as to whether the
disGosure is inadverten[ or otherwise, Landlord agrees to lake reasonable steps to maintain, and lo require its wntractors,
subcontractors and agents lo main[ain, the privacy and confidenliality of such PHI. The parties agree that the foregoing does nat
create, and is not intended to create, a'Business Associate' relalionship belween the parties as Ihal tertn is defined by lhe
Privacy Standards.
(e) If the SIaAc Law applies to Lhis Lease and there are any ofher contracts or agreements between Landlord and
Tenant (or any 'immediate family member (as defined by lhe Stark Law) of Tenant), then Landlord shall Include [his Lease and
such other agreements and wntracts on Landiord's centrally mainlained and updated master list of contracts. Such list of contracts
is and shall be availahle for review by the Secretary of the U.S. Departrnent of Health and Human Services upon request.
(� Tenant represents and warrents ta Landlord that (a) neither Tenant nar any person or entity that owns a five
percent (5%) or greater equity inlerest in Tenant no� any of Tenant's officets, di�ectors, members, general or limded paAners
(fenant and such owners, officers, diredors, mem6ers and partners shall he referred to collediveiy as the "Tenant Owner) is a
"BIo�Jced Party' (as defined below); (b) Tenant is not wntrolled by, or acting, directly or Indirectly, for or on behalf of, any Blocked
Pariy; and (c) Tenant has not instigaled, negotiated, facilitaled, executed or otherwise engaged in this Lease, direclty or indirectly,
for or on behalf af any Blocked Party. The toregoing representatian shall be an angoing representation and wananty during fhe
Tertn of this �ease and Tenanl shall immediately notify Landlord of any change in the status of the represenlation and warranty set
forth In this Sedion. Landlord shall have [he right ta immediately lertninata this Lease in the event the representatlon and warranty
set foRh in this Section is or becomes untrue at any time. As used herein °Biocked PaRy° shall mean any party or natlon that (a) is
listed on the Specialiy Oesignated Natlonals and Blocked Persons Lisl maintalned by the Offiee of Foreign Asset Control,
Oepartment 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 lhereof (the Orcler and such other rules, regulations, legislation, or orders are collectively called the "Orders") or
an any other list af terrorists or lerrorist organlzatlons mafntained pursuan[ to any of the rules and regulaBons of OFAC or pursuant
to any other applicable Orders (such lisls are collectively referted to as the "Lists'), all as amended from time to Gme; or (b) has
been detertnined by compelent authority to be suhJed to the prahibitlons wntained in the Orders.
21.14 Landlord's Relacation Ootion. Subjed to lhe terms and condiiions set forth in this suhsection, upon not less
than ninety (9Q) days prior written notice to Tenant, Landlord shall have the right to relocate Tenant to other space designated by
Landlord within ihe Building (the "Retocation Space"), provided thal: (i) the Ooor area of such Reloca[ion Space Is not ma[erlally
less lhan the iloor area of the Premises, (II) the [enant finishes in such Relocation Space are camparable to the tenant flnishes In
lhe Premises, (iii) the Base Rent for the Relocatlon Space is nol more than the Base Rent for the Premises; (iv) such retocation shall
be perfortned on a weekend so as to minimize any interruption to TenanPs 6usiness, and (v) Landlord shall reimburse Tenant for the
cosls af sdch relowtion, including, wilhaut limitation, moving costs, installation of telewmmunication and!computer lines, and
printing wsts for new statianary. Reimbursement pursuant to clause (v) above shall be made to Tenant in the fortn of a rent credit
which shall be applied towards lhe first month's rent due far 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
Relocatian Space (lhe "Relocation Space Lease ), effedlve as of the "Relocation Date" (as defined below in this subsedion), The
Relocation Space Lease shall 6e on Landlortl's lhen current lease forms, shall set foRh the base rentat rate for the Relocation
Space (Ihe "Refocation Space Base RenC') and shall include such addit(onal tertns as Landlord and Tenant mutually agree. The
Relocation Space Base Rent shall be an amounl equal to lhe fair market rental value of the Relocation Space, on an annual basis.
Such fair markel rental value shall be delermined 6y Landlord based on a survey of ren[al rates being charged in the market area
which encompasses the Building for space comparable to the Relacation Space (taking into account the quality, age, floar level,
quality of tenant fmprovements provided and olher relevanl factars) and assuming lease tertns which allocate respanslbility for
[axes, Insurance and other costs of operating, mainlaining and repairing the building, the wmmon areas and the Relocation Space
in lhe same manner as this Lease. The effective date (the "Relaeation Date") ot any relaca[ion and of any amendment changing
the Premises from ihe Existing Space to lhe Reloca8on Space shall be the date Tenant physicaliy relocates fram the Existing Space
ta the Relocation Space.
21.15. euildino Closure or Demolition. Tenant acknowledges and agrees that Landlord shall have the rfght (but not the
abligatlon) to clase or demolish the Building at any time during 1he term af Ihis Lease. If Landlord decides ta close or demolish the
Building, then Landlord may terminate this Lease by giving Tenant not less than 180 days' prior writlen notice of tertninalion. If
Landlord detivers such notice of [ermination, then this Lease shall tertninate upon the later of the following (the "Closu2
Termination Date ): (i) Ihe date of termination set forth in such notice, (ii) the 180th day after Iha date Tenant receives sueh notice
of tertnination from Landlord, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the evenl of any
such tertninalion of this Lease, Tenanl shall vacate and surrender lhe Premises to Landlord on or before the Closure Termination
Date. Nolwithstanding anylhing to ihe wntrary set forth herein, (x) no exercise of the faregoing lermination aption shall extend the
tertn of this Lease and (y) if fallowing the One Year Extension Termination Date, Tenant has not vacated and surrendered the
Premises in accordance with Sectian 16.1(a) of this Lease, then this Lease shall nat tertninate, bul instead shall continue as an
Unautharized Holdover subject to Section 16.1(b). The parties agree thal in the event of any such tertninatian, 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
Da[e. Upon termination as provided above, both paRies shall be released of all obligations and Ilabllitles arising under the Lease
following the effedive date of termination; provided tha[ the parties shall remain liable under the provisions of the preceding
sentence antl for all obligations under the Lease that have accrued prior to such termination or are otherwise inlended to survive
tertnination of this Lease. Upon tertnination as provided above, both parties shall be released of all obligations and Iiahilities arising
under this Lease following the effective date of termination; provided that the parties shall remaln Iiable for all obligatfons under this
Lease that have accrued prior to such lertninallon or are othenvise intendad to survive tertnination 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 eHective oniy upon execution and delivery thereof by Landlard and Tenant.
21.17. No Smokina. Tenant and its employees, representatives, contractors or invitees shall not smoke within the
Building, in any common areas (inside or oulside), or anywhere on fhe Hospilal campus, or throw cigar or cigareqe butts or other
substances or litter of any kfnd In or about the euilding, the common areas or the Hospital campus, except in receptacles for that
purpose.
21.16. Radon Gas. (Appiicable in Florida only) Radon is a naturaly occurring radioactive gas that, when it has
accumulaled in a building in suKcienl quanlilies, may present health risks fo persons who are exposed to it over time. levels of
radon Ihat exceed federal and state guidelines have 6een found in buildings in Florida. Additional information regarding radon and
radon tesling may be ablained from Ihe local wunty pu6lic health unit.
1911373.1 12
•GrossLeasa
5/01108
SECTION 22. ADDENDA
The following Addenda and/or Riders are attached to this Lease and made a paA hereof: Addendum A, Rules and
Regulations, FirslAmendment.
fsignafures on next pageJ
1911373.i
1
Gross Lease
5l01/08
IN WITNESS WHEREOF, lhe 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:
'tn ss printed Name) (Signature)
(Vvitness Sfgna[ure)
(Witness Printed Name)
WITNESS
As to Landlord:
(V1litness Signature}
(Witness Printed Name)
(Witness Signature)
(WBness Printed Name)
APPROVED AS TO FORM:
CITY A1'TORNEY
CITY OF DENTON, TEXA
�Y;
1911373.1
�4
Name: Georqe Campbell
Title: Citv Manaaer
Date: 0�/�(p /G,���
[Date must be i serte at time of execution]
LANDLORD:
Columbia Medical Center of Denton Subsidiarv. LP dJhla
Denton Reqional Medfcal Center
By: Columbla North Tezas Subsidiarv GP. LLC
Ils: general oaAner
By:
(Signature)
Name: Caleb O'Rear
Title: Chief Executive Oflicer
Dale:
[Date must be Inserted at tlme of execution]
�Gross Lease
5f01/08
ADDENDUM "A" TO MEDICAL OFFICE BUlLDING LEASE
RULES AND REGULATIONS
1. CONDUCT
Tenant shall not wndud its prectice or business, or adveAise 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 obslrucl or use for storage, or for any purpose ather than ingress and egress, lhe sidewalks, en[rance,
passages, wurts, corridors, vestibules, halls, etevators and stainvays of the Building.
3. NUISANCES
Tenant shall nat make or permit any noise, odor or act that is objectlonable to ofher occupants of the Building to emanate
from the Premises and shall not create or maintain a nuisance Ihereon.
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 ta disturb or annoy other tenants of the Building or lhe nelghborhood. Tenant shall not install any antennae, aerlal
wires or other equipment outside Ihe Building without lhe prior wriflen approval of Landlord.
5. LOCKS
WRh the exception of Tenant's pharmaceuticals locker or storage facility, no addi[ional 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 exisling locks ar the mechaniam thereof.
Tenant must upan the termination of fts tenancy restore to Landlord all keys to the Premises and toilet raoms either furnished to or
otherwise procured by Tenanl, and in the event ot loss of any keys sa furnished, Tenant shall pay to Landlord the cost thereof,
08S7RUCTING LIGHT, DAMAGE
The sash doors, sashes window glass doors, lights and skylighls that reFled or admit light into the halls or other places oi
the Building shall not be covered or obstruded. 7he toilets and urinals shall not be used for any purpose olher than those for which
they were intended and construc[ed, and no rubhish, newspapers or other suhstance 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, ceflings, partitions, floors, wood, stone or iron wark. The expense of any hreakage, stoppage or damage
resulting from a violation ot lhis rule by Tenanl shall he borne by Tenant. Tenant shall be pertnitted to hang pictures an office walls,
bul it mus[ be dane in a waAcmanlike manner and in such a way as not to damage or deface sueh walls.
7. WIRING
Electrical wiring of every kind shall be introduced and conneGed only as directed by Landlord, and no boring nor cutting of
wires will be allowed except with lhe consent of Landlord. The location of the telephone, call boxes, eta, shall be subject to the
approvalof Landlord.
EQUIPMENT, MOVING, FURNITURE, ETC.
Landlord shail approve lhe weight, size and position of all fixtures, equipmeni and other praperty brought inlo the Bullding,
and the times of mov(ng whieh must be done untler the supervision of Landlord. Landlord will nat be responsible for any loss oF or
damage to any such equipment or property Gam any cause, and all damage done in Ihe Buitding by moving or maintaining any such
property shall be repaired at Ihe expense ot Tenant. All equlpment shall be Installed as required by law, and in accordance with and
subjed to writlen approval received on written appliwtion of ienant.
REQUIREMENTS OF TENANT
The requirements of Tenant wlll be attended to anly upon application at the o�ce of Landlord or fts Property Manager.
Employees oF Landlord or its Property Manager shall not perfortn any work nor do anything outside thelr 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 oKce wi[hout InslruCion from the o�ce of Landlord or its Property Manager. All janitorial services persannel, guards or any
outside wntradors employed by Tenant shall be subjed to the regulations and control of Landlord, bul shall nal act as an agent or
servant of Landlord.
10. MEDICAL AND HAZARDOUS WASTES
Tenant shall wmply with all policies esta6lished from time to Gme by Landlord regarding the storage and disposal of
hazardous suhstances, wasles and materials, and mediwl, special or infectious wastes. Tenant shall not dispose or flush down any
drains any corrosive chemicals lhat might cause any damage to the Buitding or Premises plumbing.
11. ACCESS TO BUILDING
Any person entering or leaving Ihe 8uilding may be questioned by Building security regarding hisRier business in the
Building and may be required to sign in and aut. Anyone who fails ta provide a satisfactory reason for being in the Building may be
exduded,
12. VEHICLES, ANIMALS, REFUSE
Tenanl shall not allow anylhing to he 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 he 6rought into the offices,
halls, corridors, etevators or any other parts ot the Building by Tenant ar the agents, emplayees or invl[ees of Tenant, and Tenant
shall nat place or permit to be pla�d 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 defeds in the water pipes, gas pipes, electric lights and
fixtures, heating apparalus, or any other service equipment.
14. PARKING
Unless othervvise specified hy Landlord, Tenant and its employees may park automobites only in spaces designated by
Landlard far such purpose and shall in no event park in spaces reserved for public parking. Tenant agrees that Landlord assumes
no responsibility of any kind whalsoever in reference to such automabite 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 lodced, and that all faucets and eleclric light switches are turned
oH before lea�ing the Building.
16. SIGNAGE
Tenant shall not place any sign upon ihe Premises or Ihe euilding withaut Landlord's prior writlen wnsent.
191t373.1
Gross Lease
5lOtl08
AODENDUM "8" TO MEDICAL OFFICE BUILDING LEASE
GUARANTY
As a material part of the consideration inducing Landlard to execute Ihis Lease with Tenant, the undersigned, being ane
ar more oF the shareholders, members, partners or owners, as the case may be, of Tenant (who are collectivety hereinafter referred
to as lhe "Guarentore'), join in the execution of lhis Lease and jointly and severally, do hereby uncondilionally guarantee the full
pertormance by Tenant of all abligations, indemnities and agreements to be paid, perfortned or observed by Tenant under and
pursuant to this Lease, including 6ut not limited to the payment of Rent and any and all other sums required ta be paid by Tenant
hereunder when due. The Guarantors further hereby give and grent to Landlord the rights, power and authority, without notice to or
approval of any of Ihem and without In any way prejudicing, impairing ar aHecting any of the Guarantors' I(ability hereunder, to alter,
extend or othenvise modify thfs Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay
enfarcing the payment of Rent or other sums due under the Lease ar enfarcin9 any other obligalions of Tenant under the Lease;lo
release any other person liable for Tenant's obligations under the Lease or any other colla[eral Landlard may hold for Ihe obligations
ot Tenant under the Lease; to proceed direGly against the Guaranlors or any of them on this Guaranry whelher or not aetion is
brought against Tenant and whether or not Tenant Is joined in any such adion, withoul resort to any security which may be held by
Landlord, and wilhout firsl having exhausted the remedies it may have against Tenant.
The Guarentors hereby waive demand andlor nolice of any kind inGuding, but not limited to, notice of default or breach on
lhe paR 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 Guaranry is and shall be construed to be an irrevocable, absolute, unlimiled and conlinuing guaranry of payment and
pertormance, and the Ilability of each Guarantor hereunder and Landlord's right to pursue each Guarantor shall not be aKected,
delayed, limited, impaired or discharged, in whole or in paA, by reason of any exlension 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
stalutes, or othervvise. Each Guarantor expressly waives the benefits of any eMensfon or discharge granted lo Tenant or to any
ather Guarantor. This Guaranty shall survive nohvithstanding the expiration or termination of the Lease and this Guaranly shall
survive with respect to any sums previously received from Tenant or fram any Guaranlor that Landlord may be required to repay in
any proceeding deseribed in this paragraph.
Each Guarantar further agrees to pay Landlord upon demand reasonable attorneys' fees and all costs and other
expenses incurred by it in callecting or compromising any obligation hereby guaranteed, or in enforcing this Guaranty against the
Guarantors.
� The Landlard shall have the right, without aHecling any Guarantars ohliga[ions hereundar, and without demand or notice,
to colled first from lhe Tenant, and to exercise its righls of setoff against any asset of lhe Tenani, and to othenvise pursue and
collect from lhe Tenant any other indebtedness of lhe Tenant to [he Landlord not wvered 6y Ihis Guaranty, and any sums received
trom lhe Tenan[, whether by voluntary payment, oHset, or colledian efforts, may be applied by the Landlord as it sees fit, inGuding
the applicalian of all such amounts lo other debts not guaranteed hy the Guarantors. Subragalion rights or any other rights of any
kind of any Guarantor against the Tenant, if any, shall na[ hecome available until aIl Indebtedness and obligations of the Tenant to
the Landlord are paid in full. This Guaranty shall survive the expiralion or tertnination of the Lease to the extent the obligations of
the Tenant thereunder likewise survive.
GUARANTOR:
None Reauired
(Signature)
1911373.1
GrossLease
5/01/OB
EXHIBIT A-1
Location ot tha Buiiding or Descriptlon of the Land upon which the Building Is Located
TRACTI
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
particulatly d'escribed 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 CenterAddition, an addition to the City of Den[on, 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) anii 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 39°58'23" E, along the east boundary line of said Lot I, 99.86 feet to a 1!2-inch iron rod found
at the beginning of a curve to the left; •• �
Northeasterly, 522.24 feefalong said curve to the left, having a radius of 1,270.00 feet, a central
angle of 23°33'38" and a chord bearing N 28°11'34" E, 518.56 feet.to a 1/2-inch iron rod found at
the end of said curve, for the 6eginning 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 03°10'26" anci a chord bearing N 05°35'S�" E, 43.7fi feet to a 1/2-inch iron rod found at
the end of saicj curve; � ,
N 56°18'23" W, 617.52 feet to the Point of Beginning of the herein described 1.0474 acre tract of
land. ' �
Thence around the 6oundary 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 04°55'34" W, 7.83 feet; .
S 85°OS'04" W, 14.52 feet to the Point of Beginning of a curve to the right;
No�thwesterly, 23.62 feet along said curve to the right, having a radius of 15.04 feet, a central �
angle of 89°59'24" and a, chord bearing N 49°55'13" W, 21.27 feet to the end of said curve;
N 04°55'31" W, 107.09 feet; �
N 49°55'26" W, 27.86 feet; .
S 85°04'29" W, 107.13 feet to the Point of Beginning of a curve to the right; �
(Vorthwesterly, 23.57 feet along said curve to the right,'having a radius of 15.00 feet, a central
angle of 89°59'55" and a chord bearing N 49°55'1 1" W, 21.22 feet to the end of saitl curve; •
N 04°54'56" W, 14.56 feet; �_
S 85°04'26" W, 7.50 feet; �
N 04°55'28" W, 40.12 feet; �
S 85°D4'14" W, 15.50 feet;
N 04°55'21" W, 5D.65 feet; • •
N 85°04'35" E, 214.34 feet; � �
S �4°55'24" E, 52.65 feet; � •
S 49°55'36" E, 26.55 feet;
N 85°04'S1" 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
Gfoss Lease
5/O7/OB
_ t
EXAM 1
u•xto'
WAITINC "-
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Ir
_ . aREAI( �
f ' ' )13'xo'
1
EXHIBIT A•2
Flaor Plan or Other Specific Descriptlon of Premfses
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• � V —
[XAM 3 (2R
ti'xtro' sx/to'p �yURSE
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OFFICC
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' EXAM 5
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OFFICE
1 I'X9'
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1917373.1 . . .
Gross Lease
5101lOB
EXHIBIT B
COMMENCEMENT DATE CERTIFICATE
The undarsigned Landlord and Tenant acknowledge and agree that pursuant to the tertns of thal certain Medical Office
Building Lease, dated as of 20_(tha `Lease�, whe2by Landlord leased to Tenant premises cansisGng of
approximately 2i8 _32 square feet• 2nd known as Suite No. 317 in the Duilding located at 3537 S. I-35E Denton. Texas 762�0. the
'Commencement �ate' of said Lease is and shall be _, 2D_, and the Expira[Ion Date of tNe initial Tertn of sald Lease Is
and shall be � 20_. In the event af a eonllid between Ihe terms af this Certificate and fhe tertns of the Lease, the tertns
ot this Certlficate shall cantral. '
WITNESS
As to TenanL'
(UVtness Signature)
�tness Printed Name)
(Wrtness Signature)
(VJitness Printed Name)
WRNESS
As to Landlord:
(Witness Slgnature)
(W'dness Printed fJame)
(Wilness Signaiure)
(Witness Printed Name)
1911373.1
TENANT:
Citv of Denton
BY
($ignature}
Name: Georoe Camobell
TIUe; Cllv Manager
Date:
[Date must be inserted af tlme of execution]
LANDLORD:
Columbla Medical Center af �enton Suhsidiarv. LP dlhla
Denton Realonal Medleal Center
By; Calumbia NoAh Texas Su6sidiarv GP. LLC
I�s: general oartner
By:
(SlgnatureJ
Narne; Caleb O'Rear �
Tille: ChieF Executive Officer
�ate:
�Date must be Inserted at tlme of exeeution]