19-2386S:\Legal\Our pocuments\OrdinanccsU9\Epic Development- Health Center Lease Ordinance.docx
ORDINANCE NO. ig-23$(
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
SIGN A MEDICAL OFFICE BUILDING LEASE AND FIRST AMENDMENT TO MEDICAL
OFFICE BUILDING LEASE BY 1��dD BETWEEN EPIC DEVELOPMENT, INC. AND THE
CITY OF DENTON FOR THE USE AND OCCUPANCY OF PREMISES AT 3537 SOUTH I-
35E DENTON, TEXAS 76210 FOR THE CITY OF DENTON EMPLOYEE HEALTH CENTER
FOR A THREE YEAR PERIOD; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") has previously entered into one (1) year lease
agreements with Epic Development, Inc. ("Epic") to lease space at 3537 South I-35E, Denton,
Texas 76210 (the "Medical Center") for the use and occupancy of space to house the City's
Employee Health Center; and
WHEREAS, Epic has offered the City a three (3) year Medical Office Building Lease (the
"Lease"), as well as consented to additional terms because of the nature of the City's use of the
premises through a First Amendment to Medical Office Building Lease (the "First Amendment");
and
WHEREAS, the City Council deems it is in the public interest to enter into the Lease and
First Amendment to secure space at the Medical Center for the Employee Health Center for three
years; NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS;
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
..........
incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Lease and First Amendment, both attached hereto and incorporated herein by reference, and to
carry out the duties and responsibilities of the City under the Lease and First Amendment.
SECTION 3. The City Manager, or his designee, is authorized to expend such funds and
perform such obligations as required in the Lease and First Amendment.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.�.........r � � �... �
seconded b � � �� � � the l� °�1 ��� �t��,� was passed� �� �� and
The ��rc��tat�rz ��� �� � �r ���ra� this Ordmance was made b ��� _ __ � �� ! � _ _
---- -------_.
Y .___ _,_,__ �._�_.�_,� ---.�_ ���..:�_��.:��, ________,_ � and approved by
���� f��l���tiriar� v�ai� � ���`._m �� ��.
A�e N� Abstain Absent
Chris Watts, Mayor: ��''�
Gerard Hudspeth, District 1: �'
S:\Legal\Our pocuments\OrdinancesU9\Epic Development- Health Center Lease Ordinance.docx
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
�
�
__..__�::_�.._
PASSED AND APPROVED this the � ��__ da of _ _ � .- - . _ . _ ...............__......................, 2019.
��� Y _. __.��M,
ATTEST; ��°�"��
ROSA RIOS, CITY SECRETARY
�
� �� . „ �
�
BY• � �� ,� � ° �� ° �����
• �, '����'�ff�ri �.w �,� � �
� . �.,�a � �.. — ------- --------
.���o.
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
�� �"� � � �,�����o ,� �� � e�� ....., . ..
�
� ��
' �
S� �"�� � �� Y�� � � � � �` ��
u �� ,r � � ��a�� � �
P�;
,.� � � h, �1� � �
� �
�� �� � �.�� ...
.� ............ � .........,_., � I�.. � ............. .
..ra,...� . � ..................
CHRIS W��°IA�, MAYOR
Standard First Amendment
03/2019
Denton Professional Building, 3537 South 1-35F., Suite 317
Denton, Texas 76210
FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE
THIS FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE (this "Amendment")
is made as of tz , 201.J -(the "Date of this Amendment"), by and between ELIC Dgy"q L [nc.
("Landlord") and Ci(y of nton ("Tenant"), under the following circumstances:
Landlord and Tenant arc about to enter into that certain Medical Office Building Lease, dated as of
/0 22 201-2— (the "Lease"), whereby Landlord will lease to Tenant premises consisting of
approximately 2-8.32 rentable square feet and known as Suite JU (the "Premises") on the lhkd (3rd) floor
of the building located at 1537 Soutli SSE. )Mton. Texas 7fiM (the `Building"); 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
Je tion 5.3: The fifth sentence of Section 5.3(a) is hereby deleted and replaced with the following:
To the extent permitted by Texas law, Tenant shall indemnify, defend and hold Landlord harmless
from and against any claims or liability arising out ofor connected with Tenant's failure to comply
with the terms of this Section 5.3, which terms shall survive the expiration or earlier termination of
this Lease.
2. SWion 5.1 The eighth sentence of Section 5.3(c) is hereby deleted and replaced with the
following:
Furthermore, Tenant at its sole cost and expense shall be responsible for remediating and removing
all Organics from the Premises caused by the negligence, gross negligence, malice or willful
misconduct of the Tenant or of any employee, agent or invitee of Tenant.
3. Section 7: The Lease is amended by replacing Section 7.1 with the following:
7.1. Tcriant's Indemnity. Subject to Section 21.5 hereof, and to the extent permitted
by Texas law, Tenant shall and hereby does indemnify, defend and hold harmless Landlord and its
agents front and against any and all claims, demands, actions, losses, damages, orders, judgments,
costs and expenses (including, without limitation, reasonable attorneys' fees and costs of litigation)
incurred by Landlord and/or its agents as a result of or arising from: (a) the use or occupancy of the
Premises by Tenant or any subtenant of Tenant; (b) any willful or negligent acts or omissions of
Tenant, any subtenant of Tenant or Tenant's or such subtenant's agents, employees, contractors or
invitees; or (c) any breach or violation by Tenant of the terms of this Lease.
4. Segions (: The Lease is amended by replacing Section I I with the following:
SECTION 11. ACCEPTANCE OF PREMISES; CONSTRUCTION OF TENANT
IMPROVEMENTS
ILL Accl;ptgnnr&of Prcmi1 . Landlord and Tenant acknowledge that Tenant has been
in possession of the Premises pursuant to the terms of the "Prior Lease" (as defined in Section
21.18). Tenant accepts the Premises in "as is" condition as of the Commencement Date, fit for
occupancy, end Tenant acknowledges that the Premises are in satisfactory condition and repair and
suitable for Tenant's use.
11.2 Tenant (.m1tre men 6. (a) Except as otherwise set forth below, Landlord
shall have no obligation to perform any work to prepare the Premises for Tenant's occupancy.
Following execution of this Lease, Landlord shall provide certain work and improvements in the
Premises as requested by Tenant and approved by Landlord, which shall consist of painting,
replacement of flooring, and other minor improvements (the "Tenant Improvements'l. Landlord
shall not be obligated to expend more than the sum of $I 0(the "Tenant Improvements
Allowance") in connection with the design, permitting, construction, installation, supervision and
management of construction of the Tenant improvements. No unused portion of the Tenant
Improvements Allowance may be used to onset Rent or otherwise paid or provided to Tenant.
Unless otherwise agreed to by Landlord in Landlord's sole discretion, Landlord shall not be
obligated to furnish or provide any work or improvements requested by Tenant more than 90 days
2019-001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
after the Commencement Date. Furthermore, Landlord shall not be obligated to furnish or provide
any work or improvements the aggregate cost of which exceeds the Tenant Improvements
Allowance; provided that if the total cost of the work requested by Tenant and provided by Landlord
does in fact exceed the Tenant Improvements Allowance, then Tenant shall pay the excess cost
within ten (10) days after receipt of invoices. Within ten (10) business days after Landlord notifies
Tenant of substantial completion of the Tenant Improvements, representatives of the Landlord and
Tenant shall inspect the Premises to determine which items, if any, of the Tenant Improvements
work remain to be completed. Such items of work shall be itemized on an agreed "punch list", and
Landlord agrees to complete such items within a reasonable time thereafter. Unless otherwise
agreed to by Landlord in Landlord's sole discretion, (a) Landlord shall not be obligated to furnish
or provide any work or improvements after Landlord notifies Tenant ofthe substantial completion
of the Tenant Improvements except for any work that remains to be completed as itemized on the
punch list, (b) Landlord shall not be obligated to pay from the Tenant Improvements Allowance
the costs of any work or improvements requested by Tenant more than 90 'days after the
Commencement Date, and (c) Landlord shall not be obligated to pay from the Tenant
Improvements Allowance the costs of any additional work or improvements incurred after
Landlord notifies Tenant of the substantial completion of the Tenant Improvements except for any
work that remains to be completed as itemized on the punch list.
(b) During the construction and installation of the Tenant Improvements, Tenant shall
vacate those areas that are being renovated as requested by Landlord and Tenant shal I not enter into
or upon the areas that are being renovated (eircept to inspect the same where accompanied by a
representative of Landlord) or interfere with the progress of construction or with workmen, and
Tenant shall not permit such entry or interference by others. Landlord shall not be liable for any
injury resulting from Tenant's breach of this paragraph. Landlord shall provide Tenant advance
notice of the areas that are to be renovated and the anticipated time periods during which Landlord
will perform Tenant Improvements work in such areas, but Tenant understands that Landlord
cannot guarantee completion within such time periods. During the construction and installation of
the Tenant Improvements, Landlord shall use reasonable efforts to minimize the disruption to
Tenant's business; provided, however, Landlord shall not be required to schedule after hours,
weekend or overtime work and shall not be required to incur any additional cost to comply with its
commitment under this Section.
(c) Tenant acknowledges and agrees that completion of the Tenant Improvements may
be delayed by (i) changes ordered in the work; (ii) any combination action of workmen (either those
employed on the project or in any industry essential to the conduct of the work) such as strikes,
embargoes, or lockouts; (iii) fire; (iv) unavoidable casualties; (v) acts of government; (vi) acts of
God; (vii) shortage of materials, energy, fuel, equipment, facilities or labor; or (viii) by other causes
that are beyond Landlord's control, Landlord will not be liable for any delays in completion of the
Tenant Improvements and Landlord will not have to make, provide or compensate Tenant for any
accommodations or costs as a result of any delays, and any delays will not permit Tenant to
terminate or amend this Lease, or diminish any of Tenant's obligations under this Lease.
11.3. Tenant Improvements Coastntpted by Landlord's C>nars. The Tenant
Improvements shall be designed and constructed by Landlord, Landlord's architects, Landlord's
construction manager, and/or Landlord's contractors. Tenant shall cooperate with Landlord,
Landlord's architects, Landlord's construction manager, and Landlord's contractors to develop any
construction drawings required for the construction of the Tenant Improvements. Tenant
acknowledges and agrees that all architects and contractors that are awarded Tenant Improvements
contracts or other contracts pertaining to this Lease are to be chosen and managed by Landlord or
Landlord's agent.
5. $rctig0JJJ: The Lease is amended by replacing Section 13.1(d) with the following:
(d) In the event of an "Unauthorized Holdover" (as defined in Section 16. 1), then in
addition to all other remedies available herein, at law or in equity, at Landlord's election, Tenant
shall pay to Landlord any and all damages, losses, claims, demands, judgments, costs and expenses
(including, without limitation, reasonably attorneys' fees and costs of litigation) incurred or
suffered by Landlord as a direct result of or arising from Tenant's failure to timely vacate and
surrender the Premises, including without limitation, any lost rent or profit resulting from any delay
in Landlord's ability to deliver possession of the Premises to another tenant.
6. Section 13.2: The last sentence of Section 13.2 is hereby deleted and replaced with the following:
In the event either party employees the services of an attorney to enforce any of its rights under this
Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant in
2019-0001182
Dentnn Profemional Building, 3537 South 1-35E, Suite 317
Dentun, Texas 76210
this Lease the prevailing party shall be entitled to recover its reasonable and necessarily incurred
attorney fees.
7. Section 18.3: The third sentence of Section 18.3 is hereby deleted in its entirety.
8. Section 18.4: The fifth sentence of Section 18.4(x) is hereby deleted and replaced with the
following:
To the extent permitted by Texas law, Tenant shall indemnify and hold Landlord harmless from
and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and
expenses (including, without limitation, holdover rent and damages payable under the Prime Lease,
reasonable attorneys' fees and costs of litigation) incurred by Landlord as a result of or arising from
Tenant's failure to vacate and surrender the Premises in accordance with the terms of Section
16.1(a) of this Lease on or before the date of expiration or termination of the Prime Lease.
Section 19: Section 19(b) is hereby amended by adding thereto the following:
jpopies of notices to Tenant shall also be delivered to the following address (or to any other
address that Tenant shall designate in writing):
City Attorney's Office
City of Denton
215 E. McKinney Street
Denton, TX 76201
10: $gGdIM 20: The Lease is amended by deleting Section 20 in its entirety.
'l I, ' Section 21.12: The Lease is amended by replacing Section 21.12 with the following:
21.12. Governing Law. This Lease shall be governed by the laws of the state where the
Building is located. Venue for any proceeding brought under this agreement shall be in Denton
County, Texas.
12. Addendum A: The Lease is amended by replacing clause 12 of Addendum A with the following.
12. VEHICLES, ANIMALS, REFUSE
Tenant shall not allow anything to be placed on the outside window ledges of the Premises
or to be thrown out of the windows of the Building. No bicycle or other vehicle, and no animal
(other than service animals) shall be brought into the offices, halls, corridors, elevators or any other
parts of the Building by Tenant or the agents, employees or invitees of Tenant, and Tenant shall
not place or permit to be placed any obstruction or refuse in any public part of the Building.
B. Miscellaneous
Except as amended by this Amendment, the Lease is not otherwise amended, and the Lease is
hereby ratified and confirmed and remains in full force and effect, as amended hereby. In the event
of a conflict between the terms of this Amendment and the terms of the Papthe tprnis of this
Amendment shall control. This Amendment i ay be executed in any number 6f t,,Xnttn"titat och
of which shall be an original, but all of which �#&hershal l,constituto one and the same'iiistrwntist.
Defined terms used in this Amendment not defined herein 'shall have the meanirig Set f6rfh in the
Lease. .
[signatures on following page]
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
IN WITNESS WHEREOF, the parties have duty executed this Amendment as of the day and year
first above written.
WITNESS
As to Tenant:
(Witness Signature)
oc 5-119
(Witness Printed Name)
TENANT:
City of Denton
sy: U"L
(Signature)
Name: Todd Hilemart.
Title: gily NMUjnr
(Witness Signature) Date: /4,
(Witness Printed Name)
WITNESS
As to Landlord:
(Witn 5ignattm)
Helen W. Cook
(Witness Printd Name)
g��
(Witness Signature)
Marlo Grisham
(Witness Printed Name)
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to Inanc I and operational
oblig ions business terms.
�s Sign tore
,sk Mcr4�r�
Title
Depart e,nAt
Date Signed: j -
2019-0001182
IU
is-
LANDLORD:
rr+
LANDLORD:
EPIC D elopment nc. f7'
N*1a/30-�
By:
(Signature)
Name: jiipholss L. Paul
Title: Yigc President
Date: I � r—A a -S � n -
r 71770 ED AS TO FORM:
CITY ATTORNEY
CITY OFD ON, TEXAS
BY.
Gross Lease
0312!019
Dentun Plofossienal Building, 1537 SuuU` 1.35E, Suite 317
Denton, Texas 76210
MEDICAL OFFICE BUILDING LEASE
4'
THIS LEASE, dated /0 i 1- , 20 C ! for anowrica purposes (ilia "Date of thlb Lease"), is made and entered Into by
and between EPIC Develottrrcrt Int_., n+ It; lassfgns ("Lendlnrd`y, and �,:L',y t;r j'p(gnt (`Tenant')
Landlord, in consideration of the rents to be paid and the covonants slid agreements to be performed by Tenant as
r,ormnafhrr sol fn,Ut, t+rtre.by Icascs to t'anant anti fanant hereby leases from Landlord, Suite 31 j. cnnnlsfing of 1(43.2 ronlobfa aquerc
foot of space (ilia 'promises'), on the H rid 3 flexa In the buliding located at 3Z iK!¢J_L33�. L1I4.�Tnxis 7fi2t�1 ('Hultding"),
for the lain aM upon Oho cordiilwis and n¢rosmonls hereinafter sol forth ("Lease`). The Building is located at or upon the proparty
moro parlhtulady dusindhed in Fxitiktil __1 altarha d hurnia and Incrirliwated herein Tho Prcmises aro mora pan cutany shown or
dolichliad on rLk_tI 7t jtA2 attached heroin rind Incorporated herein Trns Leena shall constitute a idnding agreement between the
parties effective as of the date this Lease Is executed by Landlord and Tenant.
SECTION 1. TERM
Tho initial tern of Ills Lease (the "Initial Term') shall cemmonco on the 'Commencement Date" and end on the "Expratlor
pate' (as such terms are damned hrncin). "Commoncennonl Date` shell made the later of (a) $pptgtnkpr (, 2919. or (b) thu date of
exacutmn of this Lease by Landlord as set torah In Landlord's signature block, provided, however, In Uio event Section 11 In[h.Wes
larlgwaga ll'at f djusls ilia Lonimencament Date. Own Ilia Crxnnwncortmrl D,da shah be' his data as delonnamd ptaswxtt to Section
11 'Expiration Data" slap. mean the later of (a) Mtcit!st 3;,2Q$,j, (n) the Inai day of then� "Lease Ystu' (as such lean is dafinad
below). ui (u) ilia last day of lire LIA full ca-endar mttr+th ecct.rrirg nder the Commencement Data, due to the Initial Teret aufudmg a
partial Lease Year The initial Term, any extension of renewal thereof, any "Unauthorized Holdover Term' and any 'Ono Yont
ExhaaMon Tenn" as such terms are defined in Section 10, era releired tb Individually anti enheclvely, as ilia case mny be', ax thin
'Torm" Tenant at Landlord s rtrquost shad exocute and deliver to Landlord a Commencement Dalin Certificate to the form attached
hriolo an F. +�ldAl iLQ aGrnolvledging the Commencement Data and the Expiration Data (the "Commencement Date Certificate)
-Lease Year' shah mean the period beginning on the Corn nencemenl Date and ending on the firW anniversary of the last day of the
calendar month In wdd,:h the Cbrnmencemerd Daft. uct.urs (unless Ilia Cnrurnnocoarent Dwo Is the first day of a calendar march, in
which event such first Lease Year shall and on the day prior to the first anniversary of the Commencement Date) and each twelve
(12) month perod thereafter during find Term of this Leese
SECTION 2. RENT
2.1. �g4.ti.f311>3. (a) During the initial Term, Tenant shall pay to Landlord the following as annual base rent for the
Premises (the "Base Rent"), subject to adjustment as provided in Section 2.1(b) below
Annuel Base Rent Rate Annual Bass Ren(
$23.50 r.s, f. 880,5,5 211
MentHy Rent Installment
85.546, 00
(e) Bog uning on the first day of the scr,•,and Lease Year and on !no fust day of each Looso Year thereafter during the
Tern of this Lease (each such dale shall hereirafter be rotated to as an "Adjustment Date'). annual said monthly Base Rent shall
Increase by 2,00% of the annual and monthly Base Rent amount payable Immediately preceding such Adjustment Date
it I Base Ran shalt Iw payable In ntonllry iOrl indent It. advance without notice, dtmiand, setoff Dr deduction and ah
stre instaitihents shall be paid to Llindlaid or its 'Piapo ly Manager" (as hereinafter designated) ht D.S. Duane, at the following addrtspc
LKA,.,lrir,_P.O. god. 4¢337M1. ABpnla GA 30 [SA 3074, or at such other address as Landlord may designate LmldtuM's "Property
Manager" is inn ( g1��. Except as ollwrwlso may be provided in Section 11, the first munthly Installment far Base Rent sludl be
duo on the Commoncoment Ditto and, thereafter, such monthly installments shall be due an the first day of each calandar month If
Tenant's obligation to pay Brew Rent retains to only n port of n month at lone beginning or ilio and o1 the Terre', Tenant shall pay Landlord
n propahonate pan of the applicable monthly Installment fur aarh aitch Daniel meth. wfach shall be payable at the sante limo as the first
or last (as applicable) monthly Installment is due under this Leese.
2.2. Taxes on Rant. Tenant shall pay and be liable for all rental, sales and use taxes or other similar taxes, if any, levied
or Imiiesed on Base Rent or Additional Rent pateienE by any city, county, pati.h, atete or oilinr governmental bitty having authority
Such payments eroll be In addl to all other paytnente required to be pa C to Landlord by Tenant under the tomo of this Lease Any
such oa'yineint ehid tie paid to Landlord concurrently vrah the payniant of the Baso Rant or Addhiunal Rent upon which such tax is bssed
SECTION 3. ADDITIONAL RENT
3 t Alhbliol-ii; Ren( In adtut,on to Betio Rent, Terent shall pay to Landlord as "Additional Rent" all other scans
unyaolo by Tenant rte Land urd pmsuanl lu tate tLInih of This Leuse of utherwibe arcing 11 connedine with Tenant's occupancy of the
Prom se& i -o' purp0ees of this i oas0, Baser Rent and Addihcnai Rant shall hetaatanor be co0ecllvehy referred to as 'Banc
3.2 Security j2QVq;d Tan.u'l nits Uupos,tod will. L,tndlotd the bar, u( S0_0 (the 'Securlty Depoail') as soaudy far
Ute ILIO and Lail performance by t oriental lit of 1 onanl'u utillorific(Ir, hemundar Nu mta,as( shEa ba acid uprn Ula Security Deposd
lot shall Land;orc to requlied to ma.nlan toe deposit in a segregated eacouts, unless r"uimd by oppficablet low In which event
L endlurtl .viE a,ngrly with such legal reyulromunt_ Tire Snootily Dalxtsit shad r, be' rine tlrued ,ver prepakl limit In Ilia avant that
Tonanl shah defautt .n the fun sed fblildul ootformarce of any or ilia tarots hereof, Ilan LandlDrd may, valhout notice, either retain the
.Sncunty Oaposlt as. liquidated dama9cs, o, Landlord stay retaln tho same and apply It toward roty damages sustained by Landlord,
'rtr ding led net Iltullea In acwei Hamelin, sualalrna by the Le,Wlm d by ntnsr,l n(II detnutt of Tenant, lnr3urdng any past due Rent
In the avont of bankruptcy lir other dobtor crodidr prccead'rgs, o *her volunlaray or Involuntarily instituted by or against Tenant, the
Sedurlty Deposit shall be loomed to be applied in the (ofluwlrg a=der, to actual damages, obhgatlots and other cnergas, including
any damages scale rad by I ariahxd, other than unpald Rent, due to Lardtard far all pandas prior to the filing of such proceedings; to
err mitut and iripaid Rent stet, to rite noN of such procetxifing, and trteroaflcr to nctual damages, uWlgations, other charges and
daniaties suitairi d i$ Landltnd end rent cue Iha Landlord for all periods sulsoquent to soth filing. In the event of a sato of Ilio
Premises ar all or any portion of 111e Buhdirg, Landlord shall have tiro tight to transfer the Security Deposit to the atrybr, and Landlord
shall thera,pon be releve(t .if all --.dxigahans to rotim the Smomy fkittOrl1 to Tenant. and Tenant agrees to !Oak solely to lite buyer
for the return of Inn Security Chaos^.. If Tonanl to ty and (anhfuay rompitem wiU1 all of the terms harnof, Ill Snewlly Depnsil or any
oalarce Iharocf shall hu ndunwd to I tenant vwthnt thirty (30) days after exp;ralion of plus Lease, including any renewal thereof
7.3 "he reocibla square footage of the Premises tray at Lwidonl'n option, be Calculated lit accordance with the
„n r, i�114ii ut'rmufahie Hlaa- :n Ilia BOMA SLinda(d 5^cihuu fa FAICasurhtg f icc, Area In Office 9uildings, ANSI190fdA 215 ' 1 2017
rfno 'BOMA Standard-) or In accordance will any oats, inothorl adopted by Loneflord for tie Duilding so long as at" method Is used
knr tam rairulanor, ul the rartdhls cquvrn fow;la!{o of aii r,f the fmil4t le algid of d• spnce (*aeon lir suitable for Ianso It Oho Building and
.o !ung tis ire s, , at the propollunara Mnuo of all -n to tt.U. at a due:. riot cxr nad uno hondrud Icorcenl. If requested by Tenant.
Landlonl snali prov:do 1 erre' wig! a copy or IPe m rthadulogy adooled Illy Lardlnrd for rnrndatang ilia rentable square footage of the
2019 7001182
Ca taBuilding, 3617 on.tn 1-351-, S�nir> 317
Costar
Tex -is 76210
BuiWin )and P�nrnlses Iho renisble aro-.n rho Premises as aril ror!h on Pa,n, - of This l ease;: hcm6y sr!pulnlsd Fn Be It, rer.;able
area of the Premises for aA purposes tender this case wl-o0rnr the same sGou.d be aro c loss as o result of rdror Val
resulh^g Lam l cans!ru_'ior= and romplebnn of the Preneaes and rnr a,,tvoi cc supan.y_ pr :ileal, no.vwer, Jr the Lrrdloru
re measures the Premises or We Build'og in ar;mrdarce &fit cam rn,r.; 'ly -easorabio pro::edures and d such rune:,J,!l
rdicales that the r.nlarlo area of !tie Premises is d frarent than above staled. !hen !hen Lari may give Ten.lri wntta, wticr :f !tie
cnanga arid the now limber of square real shal! become the reniebl^ area of the Prerlses for ail at rases eNect,va es or tie diit, a
s.el' nut ce
SECTION 4. USE OF PREMISES
4.1 hHSll�44� vt Pr hi 14�. is. (a) Tits Premises shall continuously and al all I.nres during the Tenn be used and
occupied by Tenant only as medical offices for licensed physicians ("Physicians') to engage i,1 the private practice of medicine and
other related activities Inc dental thereto, and for no other purpose. Notwithstanding the foregoing, the provision or operation of any
of the following services or fall shall nor be pemlitled In the Premises.
(1) a health care feclhly that hes facilities for overnight accommodations of patients.
(il) the provision of any medical or related service to or for any person that s in addition to the examination and
dlognosls of patients performed directly by a Physician or oy other health care professionals either
independently licensed or under the direct supervision of a Physlelan, or a facility operated for the prowler
of any such servico(s),
(ill) outpatient or Inpatient surgery services;
(Iv) outpatient or Inpatient blrthirg services;
(v) an oncology treatment facility;
(VI) an emergency center,
(,Al) physical, inhalation or rssplralcry therapy services;
(VIII) a laboratory (Ircluding, wl initiation, a pstnology !ehcra'ory or a clinical laboratory); and
(ix) diagnostic or therapeutic testing services, Including without limitation, at diagnostic imaging services,
Including without Ilri lailon'
A flur-rascopy
B, x-ray;
C plan film radiography,
D computerized lornog•apny (CT);
E. ultrasound,
F, rad it therapy;
G. wa miDgraphy and breast diagnostics.
H. nuclear medicine testing;
magnetic resonance Imaglrg, and
J positive emission tcmography.
(b) Notwithstanding the foregoing, nothing herein shell prevent Physicians who conduct a medical practice
on Iho Promises fron performing outpatient surgeries that do riot require general anesthesia, Intravenous sedation or the presence of
an xneatheWaloglat or from rondehng pathological Inboratary or x-tay services for which Tenant has obtained Landlord's concert
puraunnt to Sccl:on 4.1(c); provided that such surgery suivice9, paleolog,ral laboratory or xray sorvicas are the kind usually amt
customarily provided In a physician's office, are provided to such Physil own patients who are not referred to such Physician for
the sole purpose of receiving the same and are merely stil lary and Incidental to such Physiclari s primary medical practice and do
nor constitute the Physician's primary medical practice or specialty or constitute (tie 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 o
detailed description of the laboratory or x-ray services Tenant desires to provide or perform and Landlord shall have consented In
writing to the provision or performance of such services, which consent may be denied In Landlord's sole and absolute disc; ebon (the
provision of such services and procedures shell be strictly limited to those services and procedures to which Landlord has expressly
consented In writing and the terms of this paragraph shall be slricpy construed I=u prohibit any expansion or addition to such services
or procedures without Landlord's written consent). Tenant shall rot dispense any drugs or medicines to persons other than Tenant's
own patients. Prior to the Installation of any diagnostic, laboratory or radiology equipment for services pormiiled hereunder, Tenant
shall provide Landlord with a list of such eculpment; a list of any hazardous substances, wastes or materialsas hereinafter defined,
which will be used or oeneraled In connection with the use of such diagnostic, labo,alory or radiology eaulpmenl, and Tenarl's
proposed procedures for the use, storage enc disposal o' any hazardous substances, wastes or materials. !nclul but not united to
the procedure for silver recovery for any radiology equipmert
4.2 6DRLgydd 5eVM%. Notwithstanding anything in this Section 4 to the contrary, Tenant may provide the fo0owinq
ancillary medical care and services In the Premises to patients of Tenant or of any Physician owner or employee of Tenant praclicirg
In the Premises (the "Approved Services"): none; provided that the provision of Approved Services shell be subject to file rollowing
limitations and restrictions: (a) the patients of l spent or of any Physic on owner or employee of Tenant practicing in the Premises to
whcm Approved Services are provided shall not be referred to Tenant or such Physician far the purpose of obtaining sdch serve cies
or procedures; and (b) the Approved Services are and at at times shall be incidental to and a necessary pert of the examination or
diagnosis rendered to Tenant's or such Physlclen's patents (i.e., no provision of services to third part os), and ancillary and Incidents,
to Tenant's or such Physician's primary medical practice and shall not conistdule either Tenant's oT such Physiclan's pr many medical
practice or specialty, or the predominant services rendered oy Tenant to Tenant's patients or by such Physician to such Physician's
petdnts. Without the prior written consent of Lanalordr which consent may be withheld In Landlord's solo discretion, Tenant shall
not modify or expand any of the Approved Services.
4.3. �Y.@!{'dgg 52ilt!Iiftgp�, All Physrctans who corducl a macitcai practice and related activities in the Premises
must be and remain appropriately licensed and In grind standing with the state licensing board and any applicable federal, state or
local ceruticaurm or licensing alital or office, without restriction, not sub,ecl to any sanction. exclusion order, or ether discipllnnry
order with respoct to his or her participation In any federal or slate hcallhrnro program. F-ur;bor, cads such Physician must be qua Bert
to be a member of the active medical staff of ylgdlcai Gfly DilWgil (the 'Hospital" ); provided, however, that nothing in this Section 4 3
shall require any Physician who conducts a medical practice in the Premises actually to be a member of the Hosp-ital's active medical
staff.
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
4.4. ,unerv!sinn and Management. Each medical practice conducted upon the Premises shall at all times be
conducted under the supervision and authority ore Physician and, except w th Landlord's prior written consent, which may be withheld
or denied in Landlord's sole and absolute discretion, no Physician practicing medicine in or otherwise using the Premises shall (1)
allow any person or entity other than Tenant to purchase, manage of operate hislher medical practice or (2) conduct the medical
practice or otherwise use the Premises while serving as an agent or employee of any person or entity other than Tenant
45. _QezAIipftfl, wilts !,anal Rfoquapn fl Tenant shall comply with all governmental laws, codes, ordinances and
regulations applicable to the use of the Premises, and shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances and other activities in or upon, or connected with the Premises Tenant shall not
use or occupy the Premises in violation of the certificate cruse or occupancy issued for the Premises or the Building (the "Certificate")
Tenant shall act in accordance with and not violate any restrictions or covenants of record affecting the Premises or the Building
Tenant shall immediately discontinue any use of the Premises which is declared by either any governmental authority having
jurisdiction or the Landlord to be a violation of any such governmental laws, codes, ordinances or regulations, Certificate, restrictions
or covenants. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the
nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with
respect to the use or occupancy thereof. To the extent any alterations to the Premises are required by the Americans with Disabilities
Act, as amended from time to time (the "ADA") or other applicable laws or regulations, Tenant shall bear the expense of the alterations
To the extent any alterations to areas of the Building outside the Premises or common areas are required by the ADA or other
applicable laws or regulations (for "path of travel" requirements or otherwise), Landlord shall bear the expense of the alterations.
Tenant shall comply with the Controlled Substances Act and its implementing regulations, and any other applicable laws, regulations,
or requirements regarding controlled substances, and shat' implement and maintain effective controls and procedures to guard against
theft and diversion of controlled substances from the Premises.
4.6. Hazardous Arts: Wasto, Nuisance, Tenant shall not do nor permit to be done anything which will invalidate or
Increase the cost of any casualty and extended coverage Insurance policy covering the Building, the Premises and/or property located
In the Building or the Premises, and shall comply with all rules, orders, regulations and requirements of the appropriate Fire Rating
Bureau or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for any
additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this paragraph. Tenant shall
not do nor permit anything to be done In, on or about the Premises which would In any way obstruct or Interfere with the rights of other
tenants or occupants of the Building, or use or allow the Premises to be used for any immoral, unlawful or objectionable purpose, nor
shall Tenant maintain or permit any nuisance or commit or suffer to be committed any waste in, on or about the Premises.
SECTION S. BUILDING SERVICES AND MAINTENANCE
5.1. Landlord's Services Landlord shall provide ail of the following utilities and services:
(a) Electricity and water for the Premises, as reasonably necessary for the uses permitted under this Lease,
except to the extent those utilities are separately metered or submetered to the Premises;
(b) If the Building is equipped with a central heating and air-conditioning system that serves (he leasable
areas of the Building, heat and air-conditioning as required for Tenant's comfortable use and occupancy of the Premises during normal
business hours. The term "normal business hours" shall mean the hours of 7.00 am to 7.00 o m Monday through Friday, j:OU a.m
to 2.00 p.m on Saturday, and N/A on Sunday, excluding federal and/or slate holidays as elected by Landlord;
(c) Unless the Premises are equipped with a water heater, hot water at those points of supply provided for
the general use of Tenant and other tenants of the Building;
(d) General janitorial and cleaning serv,ces for the Premises, five (5) days per week, excluding holidays;
(e) General janitorial services in and about the common areas of the Building;
(f) Light bulb replacement in the Premises and common areas of the Building;
(g) Elevator service during normal business hours, if the Building is equipped with elevator(s);
(h) Exterior window cleaning, and snow and ice removal services for the parking areas and walk ways
serving the Building, to the extent deemed necessary in Landlord's reasonable judgment; and
(i) Normal maintenance and servicing of lavatory facilities, toilets, sinks and faucets located within the
Premises; provided that Landlord shall not be responsible for any repair, maintenance or servicing required on account of misuse of
any of the reregoing 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 providcd in a manner that is consistent with those services provided in comparable medical office buildings
of similar size and age which are located within the local community.
5 2.Blltrvtces Damafte to ienartt's Pypartv. If Tenant requires or utilizes more water or electric power than is
considered reasonable or normal by Landlord, Landlord may reasonably determine and require Tenant to pay as Additional Rant, the
cost incurred as a result of such additional usage ("Surcharge"). Landlord reserves the privilege of stopping any or all utility services
it case of accident or breakdown, or for the purpose of making alterations, repairs or improvements. Landlord shall not be liable for
the failure to furnish or delay in furnishing any or all of such services when same is caused by or is the result of (a) strikes.. labor
disputes, labor, fuel or material scarcity, or governmental or other lawful regulations or requirements; (b) the failure of any corporation,
firm or person with whom the Landlord may contract for any such service, or for any service incident thereto, to furnish any such
service; (c) the making of any alterations, repairs or improvements as described in the preceding sentence; (d) any other cause other
than the gross negligence of the Landlord; and the failure to furnish any of such services in such event shall not be deemed or
construed as an eviction, or relieve Tenant from the performance of any of the obligations imposed upon Tenant by this Lease,
including its obligation to pay Ren[ Landlord shall rot be responsible for the failure of any equipment of machinery to function properly
on account of any such interruption of such services. Tenant shall be solely responsible for and shall promptly pay all charges for
telephone, Internet services and all other communication services.
5.3. Medica! and Hazardous Waste Mnld. (a) Tenant, at Tenant's sole cost and expense, shall be responsible for
medical, special and infectious waste removal for the Premises and the maintenance and storage thereof pending removal, all in
accordance with all applicable laws, regulations and orders. Tenant shall not cause or permit the release or disposal of any hazardous
substances, wastes or materials, or any medical, special or infectious wastes, on or about the Premises or the Building. "Hazardous
substances" as such term is used in this Lease means any hazardous or toxic substance, material or waste, regulated or listed
pursuant to any federal, state or local environmental law, including without Imitation, the Clear Air Act, the Clean Water Act, the Toxic
Substances Control Act, the Comprehensive Environmental Response Compensatioh and Liability Act, the Resource Conservation
and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and
Health Act Tenant shall comply with all rules and policies set by Landlord, and with all federal, state and local laws, regulations and
3
2019-0001182
Denton Professional Building, 3537 South I -35E, Suite 317
Denton, Texas 76210
ordinances which govern the use, storage, handling and disposal of hazardous substances, wastes or materials and medical, special
or infectious wastes. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims or liability arising out
of or connected with Tenant's failure to comply with the terms of this Section 5 3, which terms shall survive the expiration or earlier
termination of this Lease. If Landlord decides to provide medical, special and infectious waste removal services for its tenants (which
decision may be made in Landlord's sole discretion), Tenant may elect to contract separately with Landlord for such services; provided
that Tenant shall pay Landlord a reasonable fee for the provision of such service, the amount cf which shall be determined by Landlord
(b) Tenant shall not permit undue accumulations of garbage, trash, rubbish or other refuse within the
Premises and shall keep all refuse in proper containers until disposal of such refuse Tenant shall not permit the mixing or disposal
of any hazardous substances, wastes or materials or any medical, special or infectious waste wth the general office refuse and
Landlord shall have no duty or obligation to remove any hazardous substances, wastes or materials or any medical, special or
infectious waste from the Premises (except as provided by separate contract as set forth above in Section 5.3(a)).
(c) Tenant acknowledges that mold, mildew, fungi and bacteria are naturally occurring organisms. Tenant
acknowledges that it has had the opportunity prior to occupying the Premises to lest the Premises, at its own expense, for the presence
of mold, mildew, fungi and other harmful bacteria (mold, mildew, fungi and harmful bacteria shall be referred to herein as "Organics").
Tenant shall provide Landlord with a copy of any such test results. Tenant covenants, warrants and agrees that (I) Tenant shall not
take or omit to take any action with respect to Its use of the Premises so as to cause or contribute to the growth of Organics in the
Premises or the Building, and (ii) Tenant shall (A) regularly inspect all window areas or other areas where water may condense in or
leak into the Premises, and (B) if and to the extent the maintenance and repair of the HVAC units serving the Premises are Tenant's
responsibility, cause such HVAC units to be inspected and cleaned periodically. Tenant shall immediately notify Landlord in writing of
any visible signs of the presence or growth of Organics in the Premises or in the common areas of the Bulding or of any water leak
or excessive water condensation in the Premises or in the common areas of the Building. Furthermore, Tenant shall immediately
notify Landlord in writing If Tenant has reasonable cause to believe that the growth of Organics has or will occur in the Premises or In
any other portion of the Building. Tenant, at Its sole cost and expense, shall be responsible for remediating and removing all Organics
from the Premises; provided, however, Tenant shall not be responsible for remediating and removing from the Premises any Organics
that have grown in the Premises if (i) Tenant has complied with its obligations under the preceding sentences with respect to the
Premises and (ii) the growth of such Organics has resulted from a failure by Landlord to perform its maintenance obligations with
respect to the Building or the Premises. Landlord shall not be responsible for remediating or removing any Organics from the Premises
unless either (i) Landlord at its option elects to remediate and remove Organics from the Premises, or (ii) Tenant has complied with
its obligations order the preceding sentences of this Section and the growth of such Organics has resulted from a failure by Landlord
to perform its maintenance obligations with respect to the Building or the Premises. Landlord shall specifically not be liable for any
damage, injury or loss of any kind, to persons or properly, including without limitation consequential damages, arising out of the
presence of any fort of Organics in the Premises or in the Building. If any water leak, run, overflow or condensation in the Premises
or in any other portion of the Building is caused by the action or negligence of Tenant, then at Landlord's option, if requested by
Landlord in writing, Tenant shall reimburse and pay to Landlord the cost of any assessment or report obtained by Landlord with respect
to the presence or growth of Organics in the Premises and/or such other portion of the Building.
5.4. kandltrrd'sss RWAirsExcept as provided in Section 5 5(b), Landlord shall maintain in good repair the Building, the
common areas and facilities of the Building used by Tenant, the mechanical, plumbing and electrical systems of the Premises, the
walls, floors, doors, windows and all structural elements of the Premises (excepting painting and repair or replacement of floor or wall
coverings). Except as otherwise specifically provided in Section 5, Landlord shall have no duty to maintain, repair, clean or service
the Premises.
55 Tenant's Repairs. (a) Tenant shall maintain the Premises in good repair and condition and shall make all repairs
and replacements and perform all maintenance necessary to keep the Premises in such condition, except to the extent such
maintenance, repairs and replacements are to be provided by Landlord pursuant to this Section 5
(b) In addition, Tenant shall promptly repair, in a good and workmanlike manner, any damage to the Premises or
other part of the Building caused by any breach of this agreement to maintain the Premises, any misuse of the Premises or any part
thereof, or any willful or negligent act or omission of Tenant, or of any employee, agent or invitee of Tenant. If Tenant fails to do so,
Landlord shall have the right to repair any such damage and Tenant shall pay Landlord for the cost of all such repairs, plus interest at
the Interest Rate (as defined in Section 21.9).
SECTION 6. ALTERATIONS
Tenant may not make any changes, alterations, improvements or additions to the Premises or attach or affix any articles
thereto without Landlord's prior written consent, which consent Landlord shall not unreasonably withhold. All changes, alterations,
improvements or additions which may be made upon the Premises by Landlord or Tenant (except unattached trade fixtures and office
furniture and equipment owned by Tenant) shall not be removed by Tenant, but shall become and remain the property of Landlord.
All changes, alterations, improvements and additions to the Premises shall be done only by Landlord or contractors or mechanics
approved by Landlord, and shall be at Tenant's sole expense and at such times and in such manner as Landlord may approve. If
Tenant shall make any changes, alterations, improvements or additions to the Premises, Landlord may require Tenant, at the
expiration or earlier termination of this Lease, to restore the Premises to substantially the same condition as existed at the
commencement of the Term. The interest of Landlord shall not be subject to (lens for improvements made by Tenant in and to the
Premises. Tenant shall notify every contractor making such improvements of the provisions set forth in the preceding sentence of
this paragraph. Any mechanics or materialmen's lien for Mich Landlord or Tenant has received a notice of intent to rile or which has
been filed against the Premises or the Building arising out of work done for, or materials furnished to or on behalf of Tenant, its
contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within ten (10) days following the
earlier of the date Tenant receives (a) notice of Intent to file alien or (b) notice that the lien has been filed. If Tenant fails to discharge,
bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant's expense, and the amount expended by Landlord,
including reasonable attomeys' fees, shall be paid by Tenant within ten (10) days following Tenant's receipt of a bill from Landlord.
SECTION 7. DAMAGE TO PROPERTY • INJURY TO PERSONS; INSURANCE
7.1. Tenant's Indemnity. Subject to Section 21 5 hereof, Tenant shall and hereby does indemnify, defend and hold
harmless Landlord and its agents from and against any and all claims. demands, actions, losses, damages, orders, judgments, costs
and expenses (including, without limitation, reasonable attorneysfees and costs of litigation) incurred by Landlord and/or its agents
as a result of or arising from; (a) the use or occupancy of the Premises by Tenant or any subtenant of Tenant; (b) any wiliful or
negligent acts or omissions of Tenant, any subtenant of Tenant or Tenant's or such subtenant's agents, employees, contractors or
invitees; or (c) any breach or violation by Tenant of the terms of this Lease -
7 2 LandWd's Indemnity. Subject to Section 21.5 hereof, Landlord shall and hereby does Indemnify, defend and
hold harmless Tenant from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and
expenses (including, without limitation, reasonable atlomeys' fees and costs of litigation) Incurred by Tenant as a result of or arising
from: (a) any accident or occurrence occurring within the Building or the common areas and facilities, arising out of the negllgence or
intentional misconduct of Landlord, or of Landlord's agents, employees or contractors: or (b) any breach or violation by Landlord of
the terns of this Lease.
7.3. Insuntinc . Tenant shall, throughout the Tert, at is sole cost and expense, provide and keep in force, with
responsible Insurance companies reasonably acceptable to Landlord, Insurance with respect to this Lease and the Premises in the
following amounts for any one accident or occurrence: (a) commercial general liability insurance written on an occurrence basis with
limits for property damage claims of not less than $100,000 and limits for personal injury or death not less than $1,000,000 per person
4
2019-0001162
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
and $1,000,000 per occurrence; and (b) casualty insurance insuring Tenant against loss or damage to its equipment and other
personal property in the Premises by fire and all other casualties usually covered under an "all risk" policy of casually insurance To
the extent Landlord also maintains any Insurance In any way connected with the Premises, Landlord's insurance shall be excess
coverage and Tenant's insurance shall be primary coverage. The policies described herein shall be endorsed to include Landlord and
its Property Manager as additional insureds. The policies required herein shall contain an agreement by the insurer that it will not
cancel the policy except after not less than ten (10) days' prior written notice to Landlord and that any loss otherwise payable under
the policy shall be payable notwithstanding any act or negligence of Landlord or Tenant that might, absent such agreement, result in
a forfeiture of all or a part of the Insurance payment. Tenant shall furnish the Landlord with proof of all such Insurance at least annually
and upon demand of the Landlord.
7.4 diver of Lrttblldv. Neither Landlord nor its agents shall be liable for any damage to property entrusted to
employees of the Building, nor for loss of or damage to any property by theft or otherwise, nor for any Injury or damage to persons or
property resulting from fire, explosion, falling plaster, slearn, gas, electricity, water or rain which may leak from any part of the Building
or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other place or resulting
from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents, servants or
employees. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of defects
therein or In the fixtures or equipment. Tenant hereby acknowledges that Landlord shall not be liable for any Interruption to Tenant's
business for any cause whatsoever, and that Tenant shall obtain business Interruption insurance coverage should Tenant desire to
provide coverage for such risk
SECTION 8. DAMAGE OR DESTRUCTION
A total destruction of the Building In which the Premises are located shal! automatically terminate this Lease as of the date
of such destruction. If the Building is damaged or destroyed by fire or other casualty (collectively "Casualty') and if as a result thereof
Landlord elects to Gose and/or demolish the Building or the wing(s) or floor(s) thereof in or upon which the Premises are located, then
Landlord shall notify Tenant in writing thereof and this Lease shall terminate (a) as of the date of the Casualty if Tenant has been
unable to use or access the Premises as a result of such Casualty, or (b) if Tenant has been able to use and access the Premises
after such Casualty, then on the ninetieth (90") day after Landlord delivers such written notice to Tenant If the Premises are damaged
by a Casually and this Lease is not terminated as provided above, then Landlord shall notify Tenant in writing within sixty (60) days
after the date of the Casualty of whether or not Landlord elects to repair the Premises. If Landlord delivers to Tenant written notice
that Landlord elects not to repair the Premises (the "No Repair Notice"), then either party may terminate this Lease by delivering
written notice of termination to the other party not more than fifteen (15) days after Landlord's delivery to Tenant of the No -Repair
Notice. If Landlord delivers to Tenant written notice that Landlord elects to repair the Premises ([he "Repair Notice'), then such
Repair Notice shall Include Landlord's good faith estimate of the date by which such repairs will be substantially completed (the
"Estimated Completion Date"). If the Estimated Completion Date is more than one hundred eighty It 80) days after the dale of the
Casualty, then either party may terminate this Lease by delivering written notice of termination to the other party not more than fifteen
(15) days after Landlord's delivery to Tenant of the Repair Notice If a notice of termination is given pursuant to one of the three
preceding sentences, then this Lease shall terminate (a) as of the date of the Casualty if Tenant has been unable to use or access
the Premises as a result of such Casualty, or (b) if Tenant has been able to use and access the Premises after such Casually, then
on the thirtieth (30th) day after delivery of such termination notice. if the Premises are damaged by a Casualty and this Lease is not
terminated, then the damage to the Premises shall be repaired by and at the expense of Landlord, provided Landlord shall not be
required to repair or replace any personal property or trade fixtures located in the Premises. Landlord shall use good faith offorls to
cause such repairs to be substantially completed by the Estimated Completion Date without the payment of overtime or other
premiums; provided, however, Tenant understands Landlord cannot guarantee completion by that date. Tenant acknowledges and
agrees that completion of such repairs may be delayed by (i) any combination action of workmen (either those employed on the project
or in any industry essential to the conduct of the work) such as strikes, embargoes, or lockouts; (ii) acts of government; (ill) acts of
God; (iv) shortage of materials, energy, fuel, equipment, facilities or labor; or (v) by other causes that are beyond Landlord's control
and Tenant agrees that completion of such repairs and the Estimated Completion Date will be extended accordingly Until the earlier
of the term nation of this Lease or the completion of repairs, as the case may be, Rent shall be abated in proportion to the part of the
Premises which is unusable by Tenant In the conduct of Tenant's business, provided, however, Rent shall not abate If the Casualty is
due to [he negligent acts or omissions of Tenant or Tenant's employees, agents or contractors.
SECTION 9. EMINENT DOMAIN
If the Building, the Premises or a material part of either shall be taken by any authorized entity by eminent domain or by
negotiated purchase under threat thereof, so that the Premises shall become totally untenantable, this Lease shall terminale as of the
earlier of the date when title or possession thereof is acquired or taken by the condemning authority and all rights of Tenant In this
Lease shall immediately cease and terminale If a part of the Building or a portion of the Premises shall be taken such that the
Premises becomes only partially untenantable, Base Rent shall be proportionately abated. All compensation awarded for any taking
(or the proceeds of negotiated sale under threat thereof) whether for the whole or a part of the Building or the Premises, shall be the
property of Landlord, whether such proceeds or award Is compensation for loss or damage to Landlord's or Tenant's property or their
respective Interests In the Premises, and the Tenant hereby assigns all of its Interest In any such award to Landlord However, nothing
contained herein shall be deemed to give Landlord any Interest in or require Tenant to assign to Landlord any separate award
expressly made to Tenant for, (a) the taking of personal property and fixtures belonging to l enant; (b) the interruption of or damage
to Tenant's business or profession; (c) the cost of relocation expenses incurred by Tenant; and (d) Tenant's unamortized cost of
leasehold Improvements; provided that the making of any such award to Tenant shall not reduce or diminish Landlord's award relating
tc such condemnation. Landlord may without any obligation or liability to Tenant stipulate with any condemning authority for a
judgment of condemnation without the necessity of a fnrmal suit orjudgment of condemnation, and the date of taking under this clause
shall then be deemed the date agreed to under the terms of said agreement or stipulation.
SECTION 10. ASSIGNMENT AND SUBLETTING
Tenant shall not, either voluntarily or by operation of law, directly or indirectly, sell, assign or transfer this Lease, in whole
or in part, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by any person,
corporation, partnership, or other entity except Tenant or Tenant's employees, without the prior written consent of Landlord in each
Instance. A transfer of stock control in Tenant, If Tenant is a corporation, or the transfer of a greater than forty-nine percent (49%)
beneficial ownership interest in Tenant, if Tenant is a partnership, limited liability company or other entity, shall be deemed an act of
assignment hereunder. In addition, any such subletting or assignment transaction shall be in all respects in compliance with the
applicable provisions of the Medicare Anti Kick -Back Law, 42 USC 1320x -7(b)(1) and (2) and the Stark Self -Referral Prohibition Act,
42 USC 1395nn at. seq., as the same may be modified, supplemented or replaced from time to time, and all regulations promulgated
thereunder from time to time. Any sale, assignment, mortgage, transfer or subletting of this Lease or the Premises which is not in
compliance with the provisions of this Section 10 shall be void. The consent by Landlord to any assignment or subletting shall not be
construed as relieving Tenant from obtaining the express prior written consent of Landlord to any further assignment or subletting or
as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Should Landlord permit any assignment
or subletting by Tenant and should the moneys received as a result of such assignment or subletting (when compared to the moneys
still payable by Tenant to Landlord) be greater than would have been received hereunder had not Landlord permitted suchwassignment
or subletting, then the excess shall be payable by Tenant to Landlord, it being the parties' intention that Landlord, and not Tenant,
shall be the party to receive any profit from any assignment or subletting. In the event of any assignment or subletling approved by
Landlord, the assignee or sublessee shall assume all of Tenant's obligations under this Lease and shall be bound to comply with all
the terms and provisions of this Lease and Tenant and such assignee or sublessee shall be jointly and severally liable for the
performance of Tenant's covenants under this Lease.
S
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
SECTION 11. ACCEPTANCE OF PREMISES
Unless Tenant is already in Possession of the Premises pursuant to a "Prior Lease" (as defined in Section 21.18), Tenant
shall not occupy or use the Premises prior to the Commencement Date as determined pursuant to the second sentence of Section i
of this Lease. If Landlord is unable to deliver possession of the Premises to Tenant by the Commencement Date as determined
pursuant to the second sentence of Section 1, then (a) the Commencement Date shall mean the date that the Premises are available
for occupancy as set forth in a written notice from Landlord to Tenant, and (b) Tenant shall take possession of the Premises within
ten (10) days after receipt of written notice from Landlord that the Premises are available for occupancy By taking possession of the
Premises, Tenant shall be deemed to have accepted the Premises in its "as -is' condition, fit for occupancy, and acknowledged that
the Premises are in satisfactory condition and repair. Furthermore, if Tenant has been in possession of the Premises prior to the
Commencement Dale pursuant to the terms of a "Prior Lease" (as defined in Section 21.18) then Tenant accepts the Premises in "as
is" condition as of the Commencement Date, fit for occupancy, and Tenant acknowledges that the Premises are in satisfactory
condition and repair and suitable for Tenant's use
SECTION 12, DEFAULTS
121 Evils of Default, The occurrence of any of the following shall constitute a material default and breach of this
Lease by Tenant:
(a) The vacating or abandonment of the Premises by Tenant prior to the expiration or earlier termination
of this Lease
(b) A failure by Tenant to pay Rent orto make any other payment required to be made by Tenant hereunder
within ten (10) days after same is due and payable.
(c) A failure to maintain the insurance required pursuant to Section 7 of this Lease.
(d) A violation of the terms of Section 10 of this Lease
(e) A failure to provide any declaration, document or instrument required pursuant to Section 18 of this
Lease wllhln the time period set forth in such Section.
(f) The failure by Tenant to vacate and surrender the Premises by the date required pursuant to Section
16.1(b) or Section 16.2 hereof or by the date required pursuant to any other termination option or agreement set forth herein or in any
amendment or other agreement.
(g) A failure by Tenant to observe or perform any other obligation under this Lease to be observed or
performed by Tenant, other than payment of any Rent, within thirty (30) days after written notice by Landlord to Tenant specifying
wherein Tenant has failed to perform such obligation; provided, however, that if the nature of Tenant's obligation is such that more
than thirty (30) days are required for its performance, then Tenant shall not be deemed to be in default If it shall commence such
performance within such thirty (30) day period and thereafter diligently prosecute the same to completion by not later than ninety (90)
days after Tenant receives Landlord's written notice
(h) The making by Tenant or any guarantor of this Lease of any general assignment for the benefit of
creditors; the filing by or against Tenant or such guarantor of a petition to have Tenant or such guarantor adjudged a hankmpl or the
filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against
Tenant or such guarantor, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession
of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored
to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where such seizure is not discharged Within thirty (30) days.
i
(i) The failure by Tenant or any affiliate or subsidiary of Tenant to observe or perform any term, covenant
or condition under any other lease or agreement between (i) Tenant and such affiliate or subsidiary of Tenant, and (it) Landlord or any
affiliate or subsidiary of Landlord, and such failure shall have continued beyond any cure period for such failure set forth in such other
lease or agreement
122 Landlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required
to be performed by it hereunder unless and until It has failed to perform such obligation within thirty (30) days after written notice by
Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that If the nature of
Landlord's obligation is such that more than thirty (30) days are required for Its performance, then Landlord shall not be deemed to be
in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to
completion
SECTION 13. REMEDIES
13.1. Remedies. In the event an event of default occurs on the part of Tenant as set forth in Section 12, Landlord may
exercise one or more of the following described remedies, In addition to all other rights and remedies available at law or in equity,
whether or not stated in th''Is Lease:
(a) Upon the occurrence of an event of default on Tenant's part as set forth In Section 12, Landlord may
continue this Lease in full force and effect and shall have the right to collect Rent when due, and Landlord may re-enter the Premises
with or without legal process and relet them, or any part of them, to third parties for Tenant's account and Tenant hereby expressly
waives any and all claims for damages by reason of such re-entry, as well as any and all claims for damages by reason of any distress
warrants or proceedings byway of sequestration which Landlord may employ to recover said rents. Tenant shall be liable Immediately
to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers' commissions expenses of
remodeling the Premises required by the reletting, reasonable attorneys' fees and costs and like costs. Reletting can be for a period
shorter or longer than the remaining Term of this Lease, and in no event shall Landlord be under any obligation to relel the Premises
except as otherwise expressly required by law, On the dales such rent is due, Tenant shall pay to Landlord a sum equal to the Rent
duo under this Lease, less the rent Landlord receives from any reletting. No act by Landlord allowed by this paragraph shall terminate
this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate the Lease.
(b) At any time after the occurrence of an even( of default by Tenant as descrbed in Section 12, Landlord
may terminate this Lease Upon termination, Landlord shall have the right to collect an amount equal to the sum of the following: all
expenses incurred by Landlord in recovering possession of the Premises, including reasonable attorneys' fees and costs; all
reasonable costs and charges for the care of the Premises while vacant; all renovation costs incurred in connection with the
preparation of the Premises for a new tenant; off past due Rent which is unpaid, plus interest thereon at the Interest Rate (as defined
in Section 21 9); the unamomzed portion of any and all tenant improvement, finish andlor renovation allowances provided by Landlord
in connection with this Lease or any amendment or extension of this Lease (such amortization to be determined on a straight-line
6
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
basis); and an amount by which the entire Rent for the remainder of the Term exceeds the loss of Rent that Tenant proves could have
been reasonably avoided.
(c) No termination of this Lease, or taking or recovering possession of the Premises with or without
termination of this Lease, shall deprive Landlord of any remedies or actions against Tenant for Rent or for damages due or to become
due for the breach of any covenant or condition in this Lease, nor shall the bringing of any such action for Rent, or breach of any
covenant or condition, or the resort to any other remedy be herein construed as a waiver of the right to terminate or to obtain
possession of the Premises as otherwise provided herein. No receipt of money by Landlord from Tenant after default or termination
of this Lease shall; (i) reinstate, continue, or extend the Term or affect any notice given to Tenant, (ii) operate as a waiver of the right
of Landlord to enforce the payment of Rent then due or to become due, or (III) operate as a waiver of the right of Landlord to terminate
the Lease, recover possession of the Premises or exercise any other remedy.
(d) In the event of an "Unauthorized Holdover" (as defined in Section 16 1), then in addition to all other
remedies available herein, at law or in equity, at Landlord's election, Tenant shall pay to Landlord any and all damages, losses, claims,
demands, judgments, costs and expenses (including, without limitation, reasonably altomeys' tees and costs of litigation) incurred or
suffered by Landlord as a direct or indirect result of or arising from Tenant's failure to timely vacate and surrender the Premises,
including without limitation, any lost rent or profit resulting from any delay in Landlord's ability to deliver possession of the Premises
to another tenant.
13.2. L1ditLgnal Rom dr Should any of these remedies, or any portion thereof, not be permitted by the laws of the
state In which the Building Is located, then such remedy or portion thereof shall be considered deleted and unenforceable, and the
remaining remedies or portions thereof shall be and remain in full force and effect. Landlord may avail itself of these as well as any
other remedies or damages allowed by law All rights, options and remedies of Landlord provided herein or elsewhere by law or in
equity shall be deemed cumulative and not exclusive of one another. In the event Landlord employs the services of an attorney to
enforce any of Its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant in
this Lease on the part of Tenant to be kept or performed, Tenant shall pay to Landlord such reasonable fees and costs as shall be
charged by Landlord's attorney for such services.
SECTION 14. RULES AND REGULATIONS
Tenant shall observe faithfully and comply strictly with the rules and regulations set forth on Addendum W' attached to this
Lease and made a part hereof, and such other rules and regulations as Landlord may from time to time reasonably adopt for the
safety, care and cleanliness of the Building or the preservation of good order therein (the rules and regulations set forth on Addendum
"A' attached hereto, together with any such other rules and regulations shall be referred to herein as the "Rules and Regulations").
Landlord shall not be liable to Tenant for violation of any such Rules and Regulations by any other tenant In the Building, or for the
breach of any covenant or condition in any lease by any other tenant In the Building. By the signing of this Lease, Tenant
acknowledges that Tenant has read the Rules and Regulations set forth on Addendum "A" attached hereto and has agreed to comply
with the Rules and Regulations.
SECTION 15. RIGHT OF ACCESS
Upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access to the
Premises during all reasonable hours to inspect the Premises, to make reasonable repairs as required hereunder (provided, however,
Landlord shall have no obligation as a result of such examination to make any repairs other than as expressly set forth herein), to
remediate and remove Organics from the Premises (provided, however, Landlord shall have no obligation to remediate and/or remove
Organics), to maintain and repair any pipes, ducts, conduits and the like in and through the Premises (whether the same service the
Premises or other portions of the Building) and to exhibit the Premises to prospective purchasers, lenders or tenants. Furthermore,
upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access to the Premises during
all reasonable hours to construct and install any and all supports, improvements, pipes, ducts, conduits, wires and mechanical
equipment serving other portions of the Building, in, through, under or above the Premises that Landlord deems desirable therefor,
without the same constituting an actual or constructive eviction of Tenant; provided, however, Landlord shall use reasonable efforts
to minimize the disruption to Tenant's business. Furthermore, Tenant acknowledges that Landlord may from time to time, construct
improvements on, In or about other portions of the Building or in the vicinity of the Building and Tenant agrees that any noise resulting
from such construction activities shall not constitute an actual or constructive eviction of Tenant or be deemed to violate any covenant
of quiet enjoyment set forth in this Lease. If Landlord determines that as a result of any disruption caused by any construction described
In this paragraph (excluding construction of renovations or tenant finishes to the Premises for the benefit of Tenant), Tenant Is unable
to use or occupy any portion of the Promises for the conduct of Tenant's business, then Landlord shall abate Rent for such period as
reasonably determined by Landlord in proportion to the part of the Premises which is unusable by Tenant in the conduct of Tenant's
business as reasonably determined by Landlord. Landlord and its agents shall have access to the Premises at any time without prior
notice in the event of an emergency.
SECTION 16. END OF TERM; HOLDOVER AND LEASE TERM EXTENSIONS
16.1. Surrender of Premises and Unauthorized Holdgvgr. (a) At the termination or expiration of the Term of this Lease,
Tenant shall surrender the Premises to Landlord in as good condition and repair as at the Commencement Date, reasonable wear
and tear and damage by fire and extended coverage perils excepted, and will leave the Premises broom -dean. If not then in default,
Tenant shall have the right prior to said temnination to remove any equipment, furniture, trade fixtures or other personal property
placed In the Premises by Tenant, provided that Tenant promptly repairs any damage to the Promises or the Building caused by such
removal. Notwithstanding the foregoing, Tenant shall not have the right to remove any fixtures or equipment constructed or installed
in the Premises by Landlord or Landlord's contractor or agents. All of Tenant's personal property not removed by Tenant on or before
the termination or expiration of the Term of this Lease shall be considered abandoned by Tenant and may be appropriated, stored,
sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof to Tenant, without any payment to Tenant and
without any obligation to account to Tenant therefor. If any low -voltage cable and/or wiring has been installed by Tenant or by Landlord
at Tenant's request In the Premises or elsewhere in the Building (the "Low -Voltage Wiring"), then at Landlord's election, and at
Tenant's sole cost and expense, such Low Voltage Wiring shall be removed by Tenant before the expiration or earlier termination of
this Lease or removed by Landlord before or after the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
upon demand by Landlord for all costs incurred by Landlord in removing or storing any abandoned personal property or Low -Voltage
Wiring.
(b) If Landlord notifies Tenant in writing that Tenant must vacate the Premises by the end of a Lease Term and
Tenant holds overand remains in possession of the Premises after such Lease Term expiration date, or if Landlord or Tenant exercises
any nght or option to terminate this Lease or otherwise agree in writing to terminate this Lease and Tenant holds over and remains in
possession of the Premises after the date by which Tenant is required to vacate and surrender the Premises, then such holding over
shall operate as an extension of this Lease from month to month (such holdover shall be referred to herein as an "Unauthorized
Holdover' and the term of such Unauthorized Holdover shall be referred to herein as an "Unauthorized Holdover Term"). Such
Unauthorized Holdover Term shall be on all of the same terms and conditions as herein provided (other than the duration of the term)
and Tenant shall pay Landlord monthly Base Rent for the period of its holdover equal to 125% of the amount of the monthly Base Rent
installment due and payable hereunder for the last full month of the Term before such holdover Such Unauthorized Holdover Term may
be terminated by Landlord or Tenant delivering not less than thirty (30) days' prior written notice of tennination to the other party.
7
2019-0001182
Denton Professional Building, 3537 South 1-35E, Sulte, 317
Denton, Texas 76210
16.2. A&A artallr,0LIg Ye r E�nsicm'lemts. (a) Landlord and Tenant acknowledge and agree that if (he parties mutually
desire to renew or extend the Term of this Lease, then the preferred method for accomplishing such renewal or extension shall be by the
execution of a new lease of the Premises or an amendment extending the tens of this Lease. Nothing set forth herein, however, shall
obligate either Landlord or Tenant to execute a new lease or an amendment If the parties do not crier Into a new lease of the Premises
or an amendment extending the term of this Lease and Tenant remains in possession of the Premises after the expiration of the Tenn of
this Lease and such continued possession does riot constitute an Unauthorized Holdover, then in order to prevent such continued
possession from violating the Stark Law, the parties agree that this Lease shall be extended automatically for an additional term of one
(1) year (each such one (1) year tens, a "One Year Extension Term) Except as otherwise expressly provided in Section 16.1(b) above,
Tenant's failure to vacate and surrender the Premises in accordance with Section 16.1(a) above upon the expifation of the Term of this
Lease shall constitute Tenant's incontestable and irrevocable consent and agreement to extend the Term of this Lease by such One Year
Extension Term upon such terms and conditions as provided in this Section 16.2. Such One Year Extension Term shall be on the same
terms and conditions as contained in this Lease, except as provided otherwise in this Section 16 2 Annual Base Rent for each One Year
Extension Term (the "New Base Rent"), shall be determined as set forth below
(1) Landlord shall endeavorto notify Tenant In writing of the New Base Rent payable forthe Premises during
a One Year Extension Term (a "New Base Rent Notice) not less than 45 days prior to the commencement of such One Year Extension
Term; provided, however, failure to deliver a New Base Rent Notice to Tenant 45 or more days prior to the commencement of such One
Year Extension Term shall not constitute a breach or violation of the terms of this Lease by Landlord. Annual Base Rent for a One Year
Extension Tenn as set forth in a New Base Rent Notice shall be the amount equal to the fair market rental value of the Premises, en an
annual basis, as determined by Landlord. Landlord and Tenant agree that delivery of a New Base Rent Notice before or after the exe,cise
of any right or option to terminate this Lease shall not be deemed to void, cancel or otherwise affect the exercise of such right or option to
terminate unless Landlord and Tenant agree in writing to cancel the exercise of such right or option to terminate.
(2) If Landlord delivers the New Base Renl Notice to Tenant 45 or more days prior to the commencement of
such One Year Extension Term, then the annual New Base Rent for such One Year Extension Term shall be the annual Base Rent for
the Premises as set forth in such New Base Rent Notice, If Landlord fails to deliverthe New Base Rent Notice to Tenant 45 or more days
prior to the commencement of such One Year Extension Term or ri Landlord does not deliver a New Base Rent Notice, then the annual
Now Base Rent rate for such One Year Extension Tenn shall be 115% of the amount of the annual Base Rent rate in effect immediately
prior to the commencement of such One Year Extension Term. Beginning on the first day of such One Year Extension Term and thereafter
for the remainder of such One Year Extension Term, Tenant shall pay the New Base Rent in equal monthly installments on the first day
of each month of such One Year Extension Term The parties agree that delivery of a New Base Rent Notice to Tenantless than 45 days
prior to the commencement of a One Year Extension Term shall not impact the calculation ordeler ilnation of the New Base Rent payable
for such One Year Extension Term. Subject to the rights to terminate this Lease pursuant to this Section 16.2, the determination pursuant
to this paragraph of the New Base Rent payable for a One Year Extension Term shall be incontestably binding on Tenant, shall not require
the execution of any additional agreements by the parties, and shall be effective regardless of any objection to or rejection of the One
Year Extension Term or the New Base Rent amount by Tenant.
(b) Notwithstanding anything to the contrary set forth In this Lease, (1) Landlord may terminate this Lease effective
at any time during a One Year Extension Term by delivering written notice of termination to Tenant at any time, and (2) Tenant may
terminate this Lease effective at any time during a One Year Extension Term by deliverng written notice of termination to Landlord no
later than the thirtieth (30th) day after the commencement of such One Year Extension Term Such notices may be delivered prior to
the commencement of any such One Year Extension Tenn In the event of the delivery of any such notice of termination, this Lease
shalt terminate upon the later of the following (the "One Year Extension Termination Date"): (t) the date of termination set forth in
such notice, (If) the thirtieth (30th) day after the delivery of such notice to the non -terminating party, or (iii) such other date as may be
agreed upon in writing by Landlord and Tenant. In the event of any such termination of this Lease, Tenant shall vacate and surrender
the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or before the One Year Extension
Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall
extend the term of this Lease and (y) if following the One Year Extension Termination Date, Tenant has not vacated and surrendered
the Premises In accordance with Section 16 1(a) of this Lease, then this Lease shall not terminale, but instead shall continue as an
Unauthorized Holdover subject to Section 16.1(b) Upon termination as provided above, bath parties shall be released of all obligations
and liabilities arising under this Lease following the effective date of termination; provided that the parties shall remain liable for all
obligations under this Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease.
SECTION 17. TRANSFER OF LANDLORD'S INTEREST
In the event of any transfer or transfers of Landlord's interest in the Premises or in the real property of which the Premises
are a part, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from
and after the date of such transfer.
SECTION 18. ESTOPPEL CERTIFICATE, ATTORNMENT, AND NON -DISTURBANCE
18.1. FstWpot..Cgrllfrgatg. Within ten (10) days following receipt of Landlord's written request, Tenant shall deliver,
executed in recordable form, a declaration to any person designated by Landlord. (a) ratifying this Lease; (b) stating the
commencement and termination dates of the Lease and (c) certifying (i) that this Lease is in full force and effect and has net been
assigned, modified, supplemented or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to
be performed by Landlord have been satisfied (stating exceptions, 0 any); (iii) that no defenses, credits or offsets against the
enforcement of this Lease by Landlord exist (or stating those claimed); (iv) the sum of advance Rent, if any, paid by Tenant; (v) the
date to which Rent has been paid; (vi) the amount of the Security Deposit, if any, held by Landlord; and (vii) such other information as
Landlord reasonably requires. Persons receiving such statemerts of Tenant shall be entitled to rely upon them.
182 Sale of Landlord's In crest. In the event of the assignment of this Lease pursuant to any sale or assignment of
Landlord's interest in the Premises or the Building, then upon Tenant's receipt of written notice of such sale or assignment, Tenant
shall attom to and recognize such purchaser or assignee as Tenant's landlord under this Lease, and shall promptly execute and
deliver any instrument that may be necessary to evidence such altommenl. Upon the effective date of any such sale or assignment,
the assigning Landlord shall be released from all covenants and conditions as Landlord hereunder. Except as may be provided
otherwise In Section 18.3 or Section 18.4, and without further agreement between the parties, the purchaser or assignee shall be
deemed to have assumed all covenants and conditions of Landlord hereunder and this Lease shall continue in full force and effect as
a direct lease between such purchaser or assignee, as Landlord, and Tenant, subject to all of the terns, covenants and conditions of
this Lease, regardless of whether Tenant executes and delivers the instrument requested by such successor landlord No consent of
Tenant shall be required in the event of any such sale or assignment which is made subject to this Lease, or to any sale or conveyance
of the Building or the Premises pursuant to which Landlord leases the Building or Premises back from such purchaser or other
transferee, in which case this Lease shall remain in full force and effect as a sublease between Landlord, as sublessor and Tenant,
as sublessee.
18.3 Sotxxdinatfon. This Lease shall be subject to and subordinate and Inferior at all times to the lien of any mortgage,
to any deed of trust or other method of financing or refinancing now or hereafter existing against all or a pan of Landlord's interest in
the Premises, the Building or the reai property upon which the Building is located, and to any existing or future lease by which Landlord
as tenant leases the Premises, the Building and/or the ground upon which the Building is located (in which latter instance this Lease
is a sublease), and to all renewals, modifications, replacements, consolidations and extensions of any of the foregoing Tenant shall
execute and deliver all documents requested by any mortgagee, deed of trust or security holder or lessor to effect such subordination.
If Tenant fails to execute and deliver any such document requested by a mortgagee, deed of trust or security holder or lessor to effect
such subordination, Landlord is hereby authorized to execute such documents and take such other reasonable steps as are necessary
B
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
to effect such subordination on behalf of Tenant as Tenant's duly authorized irrevocable agent and attorney-in-fact, it being agreed
that such power is one coupled with an Interest. Tenant's failure to execute and deliver such documents or instruments provided for
In this Section 18 within fourteen (14) days after the receipt by Tenant of a written request shall constitute a default under this Lease.
In the evert of any foreclosure, sale in lieu of foreclosure or other sale or transfer of the Premises, the Building or the real property
upon which the Building is located pursuant to any such mortgage, deed of trust or other security agreement or in the event of the
termination or expiration of the lease, if any, by which Landlord as tenant leases the Premises, the Building and/or the ground upon
which the Building is located, the purchaser or the lessor under such lease, as the case may be, at its option, may take over and
assume the rights and Interests of Landlord under this Lease (but such purchaser or lessor shall have no obligation to do so), and in
such event, Tenant shall attom to such purchaser or lessor pursuant to the provisions of this Lease; provided that, such purchaser of
lessor shall not (i) be liable for any previous act or omission of Landlord under this Lease, (it) be subject to any offset, not express'y
provided in this Lease, which theretofore accrued to Tenant against Landlord, or (Iii) be bound by any previous prepayment of more
than one (1) month's Rent.
18.4. Subordination to ime lease.
(a) The Building or the Premises are leased to Landlord pursuant to that certain N/A, dated as of I (said lease as
amended or renewed and any replacement lease effective upon the expiration of said lease shall herelnafter be referred to as the
"Prime Lease"), between N/A, as IessorAandlord (said lessor/landlord, Its successors and assigns shall be referred to herein as the
"Prime Lessee'), and Landlord, as lessee/tenant. Unless renewed or extended, the current term of the Prime Lease will expire on
N/A Accordingly, this Lease is a sublease and is subject and subordinate to the Prime Lease and to all of the matters to which the
Prime Lease is or shall be subordinate. Notwithstanding anything to contrary provided elsewhere in this Lease, if the Prime Lease
expires or otherwise terminates prior to the date of expiration of the term of this Lease (including without limitation, any extension of
the term pursuant to Section 16 or pursuant to any amendment to this Lease) and such Prime Lease is not renewed or extended, then
the tern of this Lease shall expire and terminate on the date of expiration or termination of the Prime Lease unless Prime Lessor
assumes this Lease as provided in Section 16.3 above Tenant shall indemnity and hold Landlord harmless from and against any
and all clams, demands, actions, losses, damages, orders, judgments, costs and expenses (including, without limitation, holdover
rent and damages payable under the Prime Lease, reasonable attomeys' fees and costs of litigation) incurred by Landlord as a result
of or arising front Tenant's failure to vacate and surrender the Prem,ses in accordance with the terms of Section 16.1(a) of this Lease
on or before the date of expiration or termination of the Prime Lease. Tenant acknowledges that Landlord shall have no obligation to
renew or extend the term of the Prime Lease or enter mto a new lease with Prime Lessor; provided, however, Landlord shall endeavor
to notify Tenant of any renewal or extension of the term of the Prime Lease or of the execution of any new lease with Prime Lessor
for the Building or Premises.
(b) Insofar as Prime Lessor is or may be obligated to furnish any services to the Premises, to repair or rebuild the
Premises or the Building, to perform any other act whatsoever with respect to the Premises or the Building or to perform any obligation
or satisfy any condition of the Prime Lessor under the Prime Lease, Tenant expressly acknowledges and agrees that notwithstanding
anything to the contrary provided in this Lease, Landlord does not undertake the performance or observance of such obligations.
Furthermore, Tenant expressly acknowledges and agrees that notwithstanding anything to the contrary provided in this Lease, if
Landlord does not possess the requisite right, power or authority under the Prime Lease to provide or perform any service, duty or
obligation required by the terns of this Lease, then Landlord shall have no obligation under this Lease to provide or perform such
service, duty or obligation. Landlord, however, agrees to use commercially reasonable efforts to obtain Prime Lessor's performance
of Prime Lessor's obligations under the Prime Lease for Tenant's benefit, but without obligating itself to institute legal action or incur
any out of pocket expense. If after receipt of written request from Tenant, Landlord fails or refuses to take commercially reasonable
actions for the enforcement of Landlord's rights against Prime Lessor with respect to the Premises. Tenant shall have the night to take
such action in Tenant's own name. Tenant shall be subrogated to such rights to the extent that the same shall apply to the Premises.
(c) This Section 16.4 shall not apply if in Section 18.4(a) above, the name of the Prime Lessor is not inserted or either
"None" or "N/A" is inserted for the name of the Prime Lessor.
SECTION 19. NOTICES
(a) Any notice required or permitted to be given hereunder shall be in writing and may be given by: (i) hand delivery
and shall be deemed given, delivered and received on the date of delivery; (ii) registered or certified mail and shall be deemed given,
delivered and received on the third day following the date of mailing; or (Iii) overnight delivery and shall be deemed given, delivered
and received on the following day.
(b) All notices to Tenant shall be addressed to Tenant at the Building of which the Premises are a part and to Landlord
as follows (or to any other address that Landlord shall designate In writing):
EPIC Development, Inc. With a copy to: And to:
clo Medical City Denton
3535 South 1.35 HCA Healthcare, Inc. Lincoln Harris CSG
Denton, TX 76210 One Park Plaza 4510 Medical Center Drive, Suite 160
Attention: Administration Nashville, TN 37203 McKinney, TX 75069
Attention: Vice President, Real Estate Attention: Administration
(c) In the event a party hereto delivers written notice by a method not authorized pursuant to Section 19(a) above
(e.g fax or email)(a "Nonconforming Notice"), (i) such Nonconforming Notice shall be deemed to be duly given, delivered and
received it and only if the recipient of such Nonconforming Notice acknowledges its receipt and acceptance of such Nonconforming
Notice in writing by a method authorized In Section 19(a) or by the same method as such Nonconforming Notice was delivered to
such recipient, and (ii) the date such Nonconforming Notice shall be deemed to have been given, delivered and received shall be the
dale of acceptance of such Nonconforming Notice by the recipient thereof set forth In its written acknowledgment of receipt and
acceptance. A Nonconforming Notice shall not be deemed given, delivered, received or accepted unless the recipient thereof shall
have acknowledged its receipt and acceptance of such Nonconforming Notice in writing as provided above. Neither Landlord nor
Tenant shall have any obligation to accept a Nonconforming Notice,
SECTION 20. TERMINATION AS A RESULT OF DEATH OR DISABILITY
20.1. Right JTMMfD fa. Provided that Tenant is a solo practitioner or a professional corporation with one shareholder,
and provided that Tenant, at the time of such practitioners or shareholder's death or "Permanent Disability' (as hereinafter defined),
is not in default under any term or condition of this Lease, then subject to the terms of this Section, Tenant or the legal representative
of his/her estate shall have the right to terminale this Lease by giving Landlord not less than sixty (60) days prior written notice of
termination, accompanied by satisfactory documentation of death or Permanent Disability. Within thirty (30) days after Landlord's
receipt of such notice of termination, Landlord shall notify Tenant or the legal representative of his/her estate in writing of the amount
of the cancellation fee (the "Cancellation Fee") that shall be required as consideration for the termination of this Lease. The
Cancellation Fee shall be the sum of (A) the amount determined by Landlord in its reasonable judgment to be the amount that is
commercially reasonable under the circumstances existing at the time of exercise of this option to terminate, plus (B) the unamortized
portion of any tenant improvements, finish or renovation allowance provided by Landlord in connection with this Lease remaining as
of the effective date of termination (said amortization to be calculated on a straight-line basis over the entire Term) Payment of the
Cancellation Fee, if any, shall be a condition precedent to the termination of this Lease under this Section If such notice of termination
shall be duly given, then this Lease shall terminate upon the later of (1) the date of termination set forth in such notice, (ii) the sixtieth
2019-0001182
Denton Professional Building, 3537 South 1-351 Suite 317
Denton, Texas 76210
(60th) day after the date of delivery of such notice of termination, Lit) the date Tenant or the legal representative of his/her estate pays
the Cancellation Fee, or (iv) the date Tenant vacates and surrenders the Premises in accordance with Section 16A (a) of this Lease.
Tenant or the legal representative o' histher estate shall vacate and surrender the Premises to Landlord In accordance with the
provisions of Section 16.1(a) of this Lease by the later of the date set forth in clause (i) or (it) above. "Permanent Disability' shall
mean that such practitioner or shareholder Is medically determined to be permanently unable to practice medicine as a result of a
permanent physical disability
20.2. Qq-rDgrgtror�_ f'a n r hard Limited l.lah+kry :om au r7;es If Tenant consists of two or more individual persons
or entities and each such entity is wholly owned by an individual person or if Tenant is a partnership, limited liability company or
corporation With two or more partners, members or shareholders who are each individual persons, Landlord agrees to release from
liability under this Lease any deceased or Permanently Disabled person or partner (or any entity that is wholly owned by a deceased
or Permanently Disabled person), and Landlord agrees to release from IiabiPty under any guaranty of this Lease any deceased or
Permanently Disabled member or shareholder who has guaranteed this Lease provided that (a) the remaining persons) who
constitute Tenant, the remaining partners and the remaining shareholder(s) or members) guarantying this Lease, as the case may
be, assume all liabilities and obligations from which such person has been released. (b) Tenant is not in default under the terms of
this Lease, and (c) no event has occurred which with the giving of notice and/or the passage of time would constitute a default by
Tenant under this Lease. Upon the occurrence of any such death or Permanent Disability, Tenant may give Landlord written notice,
which shall include satisfactory evidence of any Permanent Disability, and such release shall be effective upon execution of
appropriate release and assumption agreements by the parties
SECTION 21. MISCELLANEOUS PROVISIONS
21.1. Attatn� ey!� Fges. In the event that suit is brought by either party against the other for a breach or default under
the terms of this Lease, the prevailing party shall be entitled to reasonable attorneys' fees, which sum shall be fixed by the court
21 2 Temp of_Essr7n Time is of the essence with respect to the performance of every provision of this Lease.
21.3. fleadrngs�C'rxtpin Defindrons. The Section and paragraph captions contained in this Lease are for convenience
only and shall not be considered in the construction or interpretation of any provision hereof.
21.4. lncomotatlon of Pnof Anrer•.ments: Amendments This Lease, the Addenda and the Exhibits attached hereto and
incorporated herein contain all of the agreements of the parties hereto with respect to any matter covered or mentioned In this Lease,
and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose No provision of this Lease
may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest.
21.5. Waivers of t rooatbn afhd +~lairtlIt. Landlord and Tenant hereby mutually waive any and all claims and rights
of recovery against one another based upon the negligence of either Landlord or Tenant or their agents or employees for real or
personal property loss or damage occurring to the Premises or to the Building or any part thereof or any personal property located
therein from perils which are able to be insured against in standard fire and extended coverage, vandalism and malicious mischief
and sprinkler leakage insurance contracts (commonly referred to as "All Risk"), whether or not such insurance is actually carried If
either party's insurance policies do not permit this waiver of subrogation, then such party will obtain such a waiver from its insurer at
its sole expense. Furthermore, notwithstanding anything to the contrary set forth herein, T enant, as a material part of the consideration
to Landlord, hereby assumes all risk of damage to property or injury to persons in or on the Premises from any cause other than
Landlord's gross negligence or intentional misconduct, and Tenant hereby waives all claims in respect thereof against Landlord.
21.6. Waiver, No waiver by Landlord or Tenant of any breach or default of any term, agreement, covenant or condition
of this Lease shall be deemed to be a waiver of any otherlem, agreement, covenant or condition hereof or of any subsequent breach
by Landlord or Tenant of the same or any other term, agreement, covenant or condition. Landlord's consent to or approval of any act
by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent
to or approval of any subsequent act of Tenant. whether or not similar to the act so consented to or approved. No act or thing done
by Landlord or Landlord's agents during the Tenn of this Lease shall be deemed an acceptance of a surrender of the Premises, and
no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord The subsequent acceptance of Rent
shall not be deemed a waiver of any preceding breach by Tenant of any agreement, covenant or obligation of Tenant or any other
term or condition of this Lease. No delay in billing or any failure to bill Tenant for any Rent, nor any inaccurate billing of Rent shall
constitute a waiver by Landlord of its right to collect and to enforce Tenant's obligation to pay the full amount of Rent due and payable
under this Lease, as the same may be adjusted or increased from time to time.
21.7. Accord and -,Satisfaction Payment by Tenant or receipt by Landlord of an amount less than is due hereunder
shall be deemed to be payment towards or on account of the longest outstanding portion of the amount then due by Tenant. Any
endorsement or statement on any cheek or payment (or in any letter accompanying any check or payment) shall not be deemed an
accord and satisfaction (or payment in full) and Landlord may accept such check or payment without prejudice to Landlord's right to
recover the balance of such amount or pursue any other remedy provided herein.
21.6. Quiet Enjoyment Subject to the terms, covenants, conditions and limitations set forth in this Lease, Tenant shall
have quiet enjoyment and possession of the Premises free from eviction or interference by Landlord so long as Tenant pays as and
when due the Rent and other charges provided herein and otherwise fully and punctually performs and complies with all the terms,
covenants, conditions and limitations set forth in this Lease
21 9. Latft nalmcnl¢ If any monthly installment of Base Rent or any payment of Additional Rent is not received by
Landlord within ten (10) days after such installment or payment is due and payable (the "Late Payment Date"), then Tenant shalt,
upon demand, at Landlord's election, pay Landlord a late charge of five percent (5%) of the amount of such installment or payment.
In addition, if any such past due installment of Base Rent or payment of Additional Rent is not received by Landlord within the thirty
(30) day period following the Late Payment Date or within any subsequent thirty (30) day period, such past due installment or payment
shall, upon demand, at Landlord's election, be subject to an additional late charge in the same amount for each such thirty (30) day
period until paid. Such late charge is to defray the administrative costs and inconvenience and other expenses which Landlord will
incur on account of such delinquency. If any amount payable to Landlord under this Lease is not paid in full on or before the due date
thereof, then Tenant shall, upon demand, at Landlord's election pay interest on the unpaid balance at the lesser of the following rates
(the "Interest Rate'): (a) the prime rate of interest as published by The Wall Street Journal from time to time, plus four percent (496)
per annum, with each change in such prime rate being effective on the dale such change is published, or (b) the highest rate permitted
by applicable law.
21 10, pjndirle Effgct This Lease shall be binding upon, and inure to the benefit of the parties hereto, their heirs,
successors, assigns, executors and administrators. However, nothing in this Section shall be deemed to amend the provisions of
Section 10 on assignment and subletting. If Tenant comprises more than one person or entity, then all such persons and entities shall
be jointly and severally liable for the full and prompt performance of all obligations, indemnities and agreements to be performed or
observed by Tenant under and pursuant to this Lease, Including but not limited to the payment of Rent and any and all other sums
required to be paid by Tenant hereunder when due. This Lease may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one and the same instrument.
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
21.11. Charges mind_Fees. If Tenant requests from Landlord a "Requested Approval" (as defined below) and Landlord
is willing to provide such Requested Approval, then if required by Landlord in its discretion, Tenant shall, at Landlord's option, either
(A) pay to Landlord the fee set by Landlord for processing, negotiating and providing such Requested Approval, or (B) reimburse to
Landlord the fees and costs paid by Landlord to its attorneys for the review, negotiation and preparator and/or modification of the
Requested Approval and any additional documents or agreements Landlord may require in connection with such Requested Approval.
If requested by Tenant, Landlord shall notify Tenant of the amount of the fee, if any, set by Landlord for processing, negotiating and
providing such Requested Approval Tenant shall pay such fee set by Landlord or such attorneys' fees and costs, as the case may
be, within thirty (30) days after the submission to Tenant of an invoice for the same; provided, however, Land;ord may in Its discretion,
require that any fee set by Landlord be paid prior to the granting of such Requested Approval. As used in this Section, a "Requested
Approval" shall mean (a) any consent, approval or waiver requested by Tenant with respect to (i) any permitted or prohibited use of
the Premises, (ii) alterations and improvements to the Premises, (iii) any subletting or assignment, or (iv) any other change in the
terms, conditions or provisions of this Lease or any other matter under this Lease, and (b) any estoppel certificate, Ilan waiver or other
certificate or agreement requested by Tenant, with such modifications to such consent, approval, waiver, certificate of other agreement
as are required by Landlord. If Tenant is required pursuant to the terns of this Lease to provide any certificate, statement or other
information and Tenant fails to provide such certificate, statement or other information within the time period required under this Lease,
then in addition to any other rights or remedies that L.andiord may have under this Lease with respect to such failure, then if required
by Landlord in its discretion, Tenant shall pay to Landlord an administrative processing fee in the amount of $100 (subject to adjustment
from time to time by Landlord in its reasonable discretion and after delivery of written notice of such adjustment to Tenant) for each
notice subsequent to the first notice sent to Tenant requesting such certificate, statement or other information, which fee shall be paid
to Landlord within ten (10) days after invoiced to Tenant. If a specific time period Is not provided, then the time period for delivering a
certificate, statement and other information that is to be provided on request or demand shall be ten (10) days after request or demand.
21.12 (32y91rtir l aYr. This Lease shall be governed by the laws of the state where the Building is located
21.13 ftggglaJgry f�4to tcrs. (a) Landlord and Tenant enter into this Lease with the intent of conducting their relationship
and implementing the agreements contained herein in full compliance with applicable federal, stale and local law, including without
limitation, the Medicare/Medicaid Anti -Kickback statute and regulations, as amended (the "Anti -Kickback Law"), and Section 1877
of the Social Security Act, as amended and the regulations promulgated thereunder (the "Stark Law") Notwithstanding any
unanticipated effect of any of the provisions of this Lease, neither party will Intentionally conduct itself under the terms of this Lease
in a manner that would constitute a violation of the Anti -Kickback Law or the Stark Law Without limiting the generality of the foregoing,
Landlord and Tenant expressly agree that nothing contained in this Lease shall require either party to refer any patients to the other,
or to any affiliate or subsidiary of the other
(b) If any legislation, regulation or government policy is passed or aaopled, the effect of which would cause either
party 10 bo In violation or such laws due to the existence of any provision of this Lease, then Landlord and Tenant agree to negotiate
In good falth for a period of ninety (90) days to modify the terms of this Lease to comply with applicable law. Should the parties hereto
fall to agree upon modified terms to this Lease within this time, either Landlord or Tenant may immediately terminate this Agreement
by giving written notice to the other party.
(c) Tenant represents and warrants to Landlord that Tenant (1) is not currently excluded, debarred or otherwise
ineligible to participate in Medicare or any federal health care program under section 1128 and 1128A of the Social Security Act, as
amended or as defined in 42 U.S.C. § 1320a-7b(f), as amended (the "Federal Health Care Programs"); (ii) has not been convicted
of s criminal offense related to the provision of healthcare items or services but has not yet been excluded, debarred, or otherwise
declared ineligible to participate in any Federal Health Care Program; and (iii) is not under investigation or otherwise aware of any
circumstances which may result in Tenant being excluded from participation in any Federal Health Care Program The foregoing
representation shall be an ongoing representation and warranty during the Term of this Lease and Tenant shall immediately notify
Landlord of any change in the status of the representation and warranty set forth in this Section. Landlord shall have the right to
immediately terminate this Lease in the event the representation and warranty set forth in this Section is or becomes untrue at any
time.
(d) For purposes of this Section of this Lease, "Protected Health Information", or 'PHI", shall have the meaning
defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C F.R Part 160 and Subparts A and E of Part
164 (the "Privacy Standards"), as promulgated by the Department of Health and Human Services ("HHS") pursuant to the
Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended
from time to time. Tenant agrees to reasonably safeguard PHI from any intentional or unintentional disclosure in violation of the
Privacy Standards by implementing appropriate administrative, technical and physical safeguards to protect the privacy of PHI Tenant
further agrees to implement appropriate administrative, technical and physical safeguards to limit incidental disclosures of PHI,
Including disclosures to Landlord, its subcontractors and agents The parties agree that neither the Landlord nor its contractors,
subcontractors or agents shall need access to. nor shall they use or disclose, any PHI of Tenant. However, in the event PHI is
disclosed by Tenant or its agents to Landlord, its contractors, subcontractors or agents, regardless as to whether the disclosure Is
inadvertent or otherwise, Landlord agrees to take reasonable steps to maintain, and to require Its contractors, subcontractors and
agents to maintain, the privacy and confidentiality of such PHI. The parties agree that the foregoing does not create, and is not
intended to create, a "Business Associate" relationship between the parties as that term is defined by the Privacy Standards.
(e) If the Stark Law applies to this Lease and there are any other contracts or agreements between Landlord and
Tenant (or any "immediate family member, (as defined by the Stark Law) of Tenant), then Landlord shall include this Lease and such
other agreements and contracts on Landlord's centrally maintained and updated master list of contracts Such list of contracts is and
shall be available for review by the Secretary of the U.S. Department of Health and Human Services upon request.
(f) Tenant represents and warrants to Landlord that (a) neither Tenant nor any person or entity that owns a five
percent (5%) or greater equity interest in Tenant nor any of Tenant's officers, directors, members, general or limited partners (Tenant
and such owners, officers, directors, members and partners shall be referred to collectively as the "Tenant Owner") is a "Blocked
Party' (as defined below); (b) Tenant is not controlled by, or acting, directly or indirectly, for or on behalf of any Blocked Party; and
(c) Tenant has not instigated, negotiated, facilitated, executed or otherwise engaged in this Lease, directly or indirectly, for or on behalf
of any Blocked Party. The foregoing representation shall be an ongoing representation and warranty during the Tenn of this Lease
and Tenant shall immediately notify Landlord of any change in the status of the representation and warranty set forth in this Section.
Landlord shall have the right to immediately terminate this Lease in the event the representation and warranty set forth in this Section
is or becomes untrue at any time. As used herein "Blocked Party' shall mean any party or nation that (a) is listed on the Specially
Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control. Department of the U.S. Treasury
("OFAC") pursuant to Executive Order No 13224, 66 Fed. Reg 49079 (Sept. 25, 2001) or other similar requirements contained in the
rules and regulations of OFAC (the "Order') or In any enabling legislation or other Executive Orders In respect thereof (the Order and
such other rules, regulations, legislation, or orders are collectively called the "Orders") of on any other list of terrorists or terrorist
organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists
are collectively referred to as the "Lists"), all as amended from time 10 time; or (b) has been determined by competent authority to be
subject to the prohibitions contained in the Orders.
21 14 Ldndford's Relnt.-atign Option. Subject to the terms and conditions set forth in this subsection, upon not less than
ninety (90) days prior written notice to Tenant, Landlord shall have the right to relocate Tenant to other space designated by Landlord
in the Building or in any other building located on or adjacent to the Hospital campus (the "Relocation Space'), provided that, (i)
the Floor area of such Relocation Space is not malorially less than the floor area of the Premises, (ii) the tenant finishes in such
Relocation Space are comparable to the tenant finishes in the Premises, (iii) the Base Rent for the Relocation Space is not more than
the Base Rent for the Premises, IN) such relocation shall be performed on a weekend so as to minimize any Interruption to Tenant's
11
2019-0001182
Denton Professional Building, 3537 South 135E, Suite 317
Denten, Texas 76210
business, and (v) Landlord shall reimburse Tenant for the costs of such relocation, including, without limitatior, moving costs,
installation of telecommunication and computer lines, and printing costs for new stationary Reimbursement pursuant to clause (v)
above shall be made to Tenant in the form of a rent credit which shall be applied towards the first month's rent due for the Relocation
Space and will be based upon invoice(s) presented to Landlord itemizing the costs incurred and the servlces(s) rendered. Landlord
and Tenant shall enter into a new lease for the Relocation Space (the 'Relocation Space Lease'), effective as of the "Relocation
Date" (as defined below in this subsection). The Relocation Space Lease shall be on Landlord's then current lease forms, shall set
forth the base rental rate for the Relocation Space (the "Relocation Space Base Rent") and shall include such adddioral terms as
Landlord and Tenant mutually agree. The Relocation Space Base Rent shall be an amount equal to the fair market rental value of
the Relocation Space, on an annual basis. Such fair market rental value shall be determined by Landlord based on a survey of rental
rates being charged in the market area which encompasses the Building for space comparable to the Relocation Space (taking into
account the quality, age, floor level, quality of tenant improvements provided and other relevant factors) and assuming lease terms
which allocate responsibility for taxes, insurance and other costs of operating, maintaining and repairing the building, the common
areas and the Relocation Space in the same manner as this Lease The effective date (the "Relocation Date") of any relocation and
of any amendment changing the Premises to the Relocation Space shall be the dale Tenant physically relocates from the Premises
to the Relocation Space,
21.15. Buildma ClosureafDemolition Tenant acknowledges and agrees that Landlord shall have the fight (but not the
obligation) to close or demolish the Building at anytime during the term of this Lease If Landlord decides to close or demolish the
Building, then Landlord may terminate this Lease by giving Tenant not less than 180 days' prior written notice of termination If
Landlord delivers such notice of termination, then this Lease shall terminale upon the later of the following (the "Closure Termination
Dale"): (i) the date of termination set forth in such notice, (it) the 180th day after the date Tenant receives such notice of termination
from Landlord, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any such termination
of This Lease, Tenant shall vacate and surrender the Premises to Landlord on or before the Glosure Termination Date Notwithstanding
anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the term of this Lease and (y)
if following the Closure Termination Dale, Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a)
of this Lease, then this Lease shall not terminate, but instead shall continue as an Unauthorized Holdover subject to Section 16.1(b).
Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under the Lease following
the effective date of termination; provided that the parties shall remain liable under the provisions of the preceding sentence and for
all obligations under the Lease that have accrued prior to such termination or are othorwise intended to survive termination of this
Lease.
21.16. Submission of Lease. Submission of this Lease to Tenant does not constitute an offer to lease; this Lease shall
become effective only upon execution and delivery thereof by Landlord and Tenant.
21.17. fJg,xSmykin Tenant and its employees, representatives, contractors or invitees shall not smoke within the
Building, in any common areas (inside or outside), or anywhere on the Hospital campus. or throw cigar or cigarette butts or other
substances or iltter of any kind in or about the Building, the common areas or the Hospital campus, except in receptacles for that
purpose
21.18. Prior Loase Tarminainn. If prior to the Commencement Date, Tenant leased the Premises from Landlord or
Landlord's predecessor in interest pursuant to another lease agreement with a term that extended beyond the Commencement Date
of this Lease (said lease as amended is referred to herein as the "Prior Lease"), then the Prior Lease is hereby terminated as of 11:59
p.m. on the day before the Commencement Date (the "Prior Lease Termination Date"). The Prior Lease shall have no force or effect
from and after the Prior Lease Termination Date except for (1) outstanding claims or obligations arising or accruing under the Prior
Lease on or prior to the Prior Lease Termination Dale, including but not limited to Tenant's obligations to pay amounts accrued but
unpaid on or before the Prier Lease Termination Date, and (ii) any duties, obligations or liabilities which by their nature or terms survive
the expiration or termination of the Prior Lease, including but not limited to Tenant's indemnification obligations to Landlord.
21 19 RWd fps. (Applicable in Florida only) Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and slate guidelines have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from the local county public health unit.
SECTION 22. ADDENDA
The following Amendments, Addenda and/or Riders are attached to this Lease and made a part hereof: Addendum A, Rules
and Regulations; Addendum B, Guaranty; Fns/ Amendment (p Myd, 11 riice Buildfnir Lease
(signatures on nextpage]
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
IN WITNESS WHEREOF, the parties have duly executed this Lease the day and year first above written.
WITNESS
As to Tenant:
(Witness Printed Name)
("— Slgrrauae)
(Witness Printed Name)
WITNESS
As to Landlord:
grnaWre) u
Cook
(Witness Printed
Name)
(W tnessignalurs)
(Witness Printed Name)
TENANT:
City or Denton
O'Ll
(Signature)
Name: Tadd "NEW
Title: �` (
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as t finan and operational
obli tions an business terms.
Sign ure
R�tk lytc>u�cr
Title
Dep rtfnent
Date Signed: 141012W11
2019-0001162
Name: Mgtgjee L Paul
Tltia: Vice Pmkk t
Date: , O 1
(Wb rnUM M hteert+ed SlIffflik d exec ]
t-770YED AS TO FORK
CITY ATTORNEY
CITY OF D TO , TEXAS
BY.
Denton Professional Building, 3537 South i -35E, Suite 317
Denton, Texas 76210
ADDENDUM "A" TO MEDICAL OFFICE BUILDING LEASE
RULES AND REGULATIONS
1. CONDUCT
Tenant shall not conduct Its practice or business, or advertise such business, profession or activities of Tenant conducted
in the Premises in any manner which violates local, state or federal laws or regulations
HALLWAYS AND STAIRWAYS
Tenant shall not obstruct or use for storage, or for any purpose other than Ingress and egress, the sidewalks, entrance,
passages, courts, condors, vestibules, halls, elevators and stairways of the Building.,
3 NUISANCES
Tenant shall not make or permit any noise, odor or act that is objectionable to other occupants of the Building to emanate
from the Premises and shell not create or maintain a nuisance thereon.
MUSICAL INSTRUMENTS, ETC.
Tenant shall not install or operate any phonograph, musical instrument, radio receiver or similar. device In the Building in
such manner as to disturb or annoy other tenants of the Building or the neighborhood. Tenant shall not install any antennae, aerial
Wres'or otter equipment outside the Building without the prior written approval of Landlord,
S. LOCKS
With the exception of Tenant's pharmaceuticals locker or storage facility, no additional locks or bolls of any kind shell be
placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof,
Tenant must upon the termination of its tenancy restore to Landlord all keys to the Premises and toilet rooms either furnished to or
otherwise procured by Tenant, and in the event of loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.
OBSTRUCTING LIGHT, DAMAGE
The sash doors, sashes window glass doors, lights and skylights that reflect or admit light into the halls or other places of
the Building shall not be covered or obstructed. The toilets and urinate shall not be used for any purpose other then those for which
they were intended and constructed, and no rubbish, newspapers or other substance of any kind shall be thrown Into them Waste
and excessive or unusual use of water shall not be allowed. Tenant shall not mark, drive nails, screw or drill Into, paint, nor In any
way deface the walls, ceilings, partitions, floors, wood, stone or iron work. The expense of any breakage, stoppage or damage
resulting from a violation of this rule by Tenant shall be borne by Tenant. Tenant shall be permitted to hang pictures on office walls,
but it must be done in a workmanlike manner and in such a way as not to damage or deface such walls.
7. WIRING
Electrical wiring of every kind shall be introduced and connected only as directed by Landlord, and no boring nor cutting of
wires will be allowed except with the consent of Landlord. The location of the telephone, call boxes, eta, shall be subject to the
approval of Landlord. Tenant shall not use space heaters within the Building or Premises
EQUIPMENT, MOVING, FURNITURE, ETC.
Landlord shah approve the weight, size end position of all fixtures, equipment and other property brought Into the Building,
and the times of moving which must be done under the supervision of Landlord. Landlord will not be responsible for any loss of or
damage to any such equipment or property from any cause, and all damage done in the Building by moving or maintaining any such
property shall be repaired at the expense of Tenant, All equipment shall be installed as required by law, and In accordance with and
subject to written approval received on written application of Tenant,
REQUIREMENTS OF TENANT
The requirements of Tenant will be attended to only upon application at the office of Landlord or its Property Manager.
Employees of Landlord or its Properly Manager shall not perform any work nor do anything outside their regular duties unless under
special instructions from Landlord or Its Property Manager, No such employees shall admit any person, Tenant or otherwise, to any
other office without instruction from the once of Landlord or its Property Manager, All janitorial services personnel, guards or any
outside contractor; employed by Tenant shall be subject to the regulations and control of Landlord, but shall not act as an agent or
servant of Landlord.
10. MEDICAL AND HAZARDOUS WASTES
Tenant shall comply with all policies established from time to time by Landlord regarding the storage and disposal or
hazardous substances, wastes and materials, and medical, special or Infectious wastes, Tenant shall not dispose or flush down any
drains any corrosive chemicals that might cause any damage to the Building or Premises plumbing,
11. ACCESS TO BUILDING ,
Any person entering or leaving the Building may, be qua Honed b1° Building securityl regarding his/her business m the
Building and may be required to sign In and out, Anyone 4o falls lq provlde.e satisfactory reason for being in the Building may be
excluded.
12. VEHICLES, ANIMALS, REFUSE
Tenant shall not allow anything to be placed on the outside window ledges of the Premises or to be thrown out of the
Windows of the Building, No bicycle or other vehicle, and no animal (other than seeing eye dogs) shall be brought into the offices,
halls, corridors, elevators or any other parts of the Building by Tenant or the agents, amployees or Invitees of Tenant, and Tenant
shall not place or permit to be placed arty obstruction or refuse in any public part or the Building.
13. EQUIPMENT DEFECTS
Tenant shall give Landlord prompt notice of any keelden% to or defects in the water pipes, gas pipes, electric lights and
fixtures, heating apparatus, or any other service equipment
14. PARKING
Unless otherwise specked by Landlord, Tenant arfd IW employees may park automobiles only in spaces designated by
Landlord for such purpose and shall in no event park in spaces reserved for public parking. Tenant agrees that Landlord assumes no
responsibility of any kind whatsoever in reference to such automobile parking area or the use thereof by Tenant or its agents or
employees,
15. CONSERVATION AND SECURITY
Tenant will see that all windows and doors are securely locked, and that all faucets and electric light switches are turned off
before leaving the Building.
16, SIGNAGE
Tenant shall not place any sign upon the Premises or the Building Without Landlord's prior written consent
2019-0001182
Denton Professional Building, 3537 South 1.35E, Suite 317
Denton, Texas 76210
ADDENDUM "B" TO MEDICAL OFFICE BUILDING LEASE
GUARANTY
As a material pert of the consideration Inducing Landlord to execute this Lease with Tenant, the undersigned, being one or
more of the shareholders, members, partners or owners, as the case may be, of Tenant (who are collectively hereinafter referred to
as the "Guarantors"), join In the execution of this Lease and jointly and severally, do hereby unconditlonelly guarantee the full
performance by Tenant of all obligations, indemnities and agreements to be paid, performed or observed by Tenant under and
pursuant to this Lease, including but not limited to the payment of Rent and any and all other sums required to be paid by Tenant
hereunder when due, The Guarantors further hereby give and grant to Landlord the rights, power and aulhority, without notice to or
approval of any of them and without in any way prejudicing, impairing or affecting any of the Guarantors' Debility hereunder, to alter,
extend or otherwise modify this Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay enforcing
the payment of Rent or other sums due under the Lease or enforcing any other obligations of Tenant under the Lease; to release any
other person liable for Tenant's obligations under the Lease or any other collateral Landlord may hold for the obligations of Tenant
under the Lease; to probeed directly against the Guarantors or any of them on this Guaranty whether or not action is brought against
Tenant and whether or not Tenant is joined In any such action, without resort to any security which may be held by Landlord, and
without first having exhausted the remedies It may have against Tenant.
The Guarantors hereby waive demand and/or notice of any kind including, but not limited to, notice of default or breach on
the pert of Tenant of any of the provisions of this Lease or notice of the existence, creation or incurring of any new, different, or
additional obligation as aforesaid.
This Guaranty is and shall be construed to be an Irrevocable, absolute, unlimited and continuing guaranty of payment and
performance, and the Debility of each Guarantor hereunder and Landlord's right to pursue each Guarantor shell not be affected,
delayed, limited, impaired or discharged, In whole or in part, by reason of any extension or discharge that may be granted to the
Tenant, whether in proceedings under the Bankruptcy Code or any amendments thereof, or under any other state or other federal
statutes, orothensise. Each Guarantor expressly waives the benefits of any extension or discharge granted to Tenant or to any other
Guarantor, This Guaranty shell survive notwithstanding the expiration or termination of the Lease and this Guaranty shall survive with
respect to any sums previously received from Tenant or from any Guarantor that Landlord may be required to repay In any proceeding
described in this paragraph.
Each Guarantor further agrees to pay Landlord upon demand reasonable atlomeys' fees and all costs and other expenses
Incurred by it In collecting or compromising any obligation hereby guaranteed, or In enforcing this Guaranty against the Guarantors.
The Landlord shall have tlhe right, without effecting any Guarantor's obligations hereunder, and without demand or notice,
to collect first from the Tenant, and to exercise Its rights of setoff against any asset of the Tenant, and to otherwise pursue and collect
from the Tenant any other indebtedness of the Tenant to the Landlord not covered by this Guaranty, and any sums received from the
Tenant, whether by voluntary payment, offset, or collection efforts, may be applied by the Landlord as It sees fit, Including the
application of all such amounts to other debts not guaranteed by dw Guarantors. Subrogation rights or any other rights of any kind of
any Guarantor against the Tenant, if any, shell not become available until all indebtedness and obligations of the Tenant to the
Landlord are paid in full. This Guaranty shall survive the expiration or termination of the Lease to the extent the obligations of the
Tenant thereunder likewise survive.
GUARANTOR{S):
Name: NA
2019-0001182
Denton Professional Building, 3537 South 1-35E, Suite 317
Denton, Texas 76210
EXHIBIT A-1
Location of the Building or Description of the Land upon which the Building Is Located
ewq 1 0671 suss of aW rd"ace. to 4m .R R 51Ja 1 001tw1, +Vpow UK": 5;6,w
A.*,, a+%a®tk. f0 t4a t5lt dDr +.Omni* CO^ 1'nea as eraw lti ria Nal "W"t
taakrt 1►, asap 17 of 00 FM wta0s of Detodt "O*t Toa W4 *bad at e+w Mused A Vw N E a
"P, RA Ot eea>aoe66}1gI0 S5tar41OWAW or-*"Cou'u Ttwoaamrm Uft fted
*0.00 M VCa,m aw Mies"or* Ow Fr" %=* k DO -w Cew*.'*m ano mao
04'OUANV dawn" by MCU pew W044 to WA -ft
�� 1tt.Mfaha6e e14,tnfdat tea eerw M Wr iMl, lHleat 1 tafrawe
1:rRNdCwtllrwoldK+On.10WM0A1a1M�91►dOMe�.Gatll4rciiO�n� YApYiw�R6f liM
w66fr6a is we►C IR'p, t1Mf#*a� + Matawa+an at+eaeaTee* ""Of,arrelloawOf
a aM eaaS r4.►+iw Ins if MMaNta�t Hr >M 9+ Ir ww'O *t**w Ov wW i e
6aetd661y1pfttNq(a1 tawwataataapa2.wy1
thena..bny dfs wealafk eYa2'aee aeaek IWayfi FaeO. et6ael
k tdri$71" R %reg Ne tars na,mo ry ira wa Lat y Wine $zo%* 67w m6 Awed
aftafat%MtolleIrk
1HNfa1440A""aCa" mW44 rw-fafesuaoff37.?00%4CaOaea1N
Aa
8e4�01 1a 4 aM to do we
t�A S a ttt-ice +ar f!a Mva1 d
atCrMf6aiWMAf N 7{ last aWnY W par! b tN aA, IVrr`y ► fawaa r 7T: 9J rK $0011,01
afgtaet ttt2i see a Ov" sea" k 06'Y6'$C-E 0m few aa 1,24wh Don Poo evraw
V" WIC t7 pad C."'.
N 76"$'23"2:. d •r 62 tat b ft. Oa y at gap+kSK o'ft» torain drndxV 16474 am Vis€ of
av
1nwltr rondo" 600eaMtt of stip Mase am use et ok- 0
1 "16C$d" w, so"ret
m Ae Poke of Mwwv, of a wPw :a rr r9m
1w''titaMQa�etofwfVaal.Ta19au1offl%%WlNow
won$ tesnro k POW t3' w 77 tr %m to the cd to wa tura.
W. m tre Para ON a" Vftj d a Dope a :no fir"
ao.$ "a paw to re r^ «ay. • 19,14% %116 P1 res a e%eree
41 :+C tad:Ip k it'�b 1 "M 2 S 23 kv1 \ 2w MEa 7f sed Cf0v*,
S 6Y'O{w w 7 $3 Owe
k 04'W W Yt 441 44W.
d "*4'W. % teat
M 0a'66i1' W. WS& %N:
k 6r';ww a 1" 30 Mwrt
f o%'H77a` t 62 os ear
$ 4Y667$' It 2$ %blC .
k 64'317+'! 62 Da tett
iWM*,*C 1663311et16 tae rola ate. aed WO W&V 1.6472 WIN (e6A1610WO
twu CO faV
2019-0001182
Donlon Profoesional Building, 3537 South 1.35E, Suite 317
Denton, Texas 79210
EXHIBIT A.2
Floor Plan or Other Specific Description of Premises
Suite 317 (2,929 USF / 2,932 RSF)
�.. .... .. ... _.,.__ — ___.....�.�_...____ r ...i_ . _ _.1 .-;fj...,.
..L IL
u. otN4'k�H7._ - -
a.irfr9.r � ` ra•r,vr
t•.r.<r.•r _
_10
�►t7J'>t7ld �� .
RT.114,
1-77-j
1W�aM
FLOOR PLAN
111'.9.4'
AIdimmorA110NKm -�"
SLATE 31 I SPACE PLANose 1; SP 01
'�tlnV_(II,f� DENTON PROFESSIOMAL OFMEE BUILDING
HARRIS�ff' 3.937SOu1fHlh'TERSTATEXE ail,ar v _ tivwrsrKAFH _
DENTON. TX �r,;S,1S17 KAL-NTS.
2019.0001192
Denton Professional Building, 3537 South 1.35E, Suite 317
Denton, Texas 70210
EXHIBIT B
COMMENCEMENT DATE CERTIFICATE
The undersoieddlotd argTarwnl acknowdge leand apme OW pursuant to On lama of uwt w0ain Medial Office
Building Loma, dated ae of&& 20(ft'leoea'), wRsi* lavlord loaded to Tonam premises, rnne lAing of approximately
$n rentado aquae foot know" as Su0a M In the btxldlog located at 7 Som dt !•35E PgAlop Texas Y,ggj•Q. the
Ton" Qnoel Dala' of *W Low ld aM dheil bo . 20,(x, &W the Ekl#ntfan Dab of 1ha Meiol Tam" of sold Loma Is and
ff?wv be 31, 20 ;j7 in tha event of a conflirl 1 an the taro of IN@ CMikcaln and The toans of thn t.onse, the lame G III
Cmu0 -me eN comms,
WITNESS TENANT:
As to Tenant: Clly of Demon /
ti',QUA
e"�
(NVttnaae 8lonsturv)
WITNESS
As lo landlord:
RG—m PftW Naval
(WIMOdd gldure)
M*— Rbttad Nana)
201"001182
By
(Signalure)
Name: bft
Tills: Cahn llanaaar
Date: 1012 ?_ /-, of
LANDLORD:
EPIC Development, Inc.
By:
(
Name: N� 6 Paid
Tolle: Yloa lhaN"
Dole:
0