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MEDICAL OFFICE LEASE

By and Between
HEDGCOXE MOB PARTNERS, L.P.
a Texas limited partnership
Landlord,
and
KENNETH GARZA, OD
Tenant
LEASE
THIS MEDICAL OFFICE LEASE (this “Lease”) is entered into as of the ___ day of _______,
2009,1.Definitions
by and between HEDGCOXE
and Basic MOB The
Provisions. PARTNERS,
followingL.P.,
areasome
Texasdefinitions
limited partnership,
and basic its successors
and assigns
(a) of(“Landlord”),
provisions and
this Lease and Kenneth
are Garza,the
herein called OD Basic
(“Tenant”).
Lease Information (the “Basic Lease
Information”): Tenant’s Address:
(i) Current Address:
Contact:
Telephone:
(ii) Post Commencement Address:
Contact:
(b) Telephone:
Landlord’s Address: Fax:
Contact:
(c) Telephone:
Premises: Fax:
(i)
(ii) Suite Number:
Rentable Area (Square Feet): TBD by Landlord
1,800Amberton
9330 rsf Parkway, Suite 2280
Dallas,
4114 TexasDrive
Honor 75243
Jason
Said Suite is in the office building, commonly knownFrisco, L.Texas
Signor,
as Hedgcoxe Manager
75034
Health Plaza (the “Building”),
located or to be located on the land described -1- (214)
in Exhibit A916-5614
Kenneth toGarza, OD which is attached hereto and
this Lease,
made a part hereof (the “Land”). (469) 330-2276
323-1927
Allen MOB/Triple Net/Single Story/Dr. With respect
Kenneth Garza,toOD
any portion of the Premises that includes an entire
building, the “rentable area” of the Premises shall mean the gross building area of such building,
measured from the outside of the exterior walls; and with respect to any portion of the Premises that
includes only a portion of a building, the rentable area of the Premises shall mean the gross area of
such
portion of the office building, measured from the outside of all exterior walls and the middle of any
demising walls shared with any other tenant space. The rentable area is outlined on Exhibit B to this
Lease, which is attached hereto and made a part hereof, and is subject to adjustment pursuant to the
last
three sentences of this paragraph. The square footage of the rentable area of the Premises for
purposes of
this Lease shall be adjusted upward, if appropriate, based upon the exact square footage contained in
the
Premises, once final architectural drawings are completed with respect to the Premises. After all of
the
work contemplated by Exhibit D and Exhibit E to this Lease is substantially complete and Landlord has
received final architectural drawings of the Premises reflecting the substantial completion of such
work,
Landlord may provide written notice to Tenant (“Adjustment Notice”) that sets forth the exact square
footage (rentable area) of the Premises and the Building, as determined by Landlord’s architect, and
any
related adjustments to the Basic Rental and Tenant’s Proportionate Share consistent with those
drawings,
(d)
if they are greater
Termthan the original amounts set forth in 1(c) above. Effective upon Landlord’s
of Lease:
delivery
(i)The term of this Lease (the “Term”) shall be for seventy-twosixty (7260) months,
of an Adjustment Notice, and without any further action by Tenant or Landlord, this Lease shall be
commencing on the Commencement
(ii)For purposes this Lease, theDate (as defined below), and ending at 5:00 p.m.toat the
amended effective as of the of
Commencement “Commencement
Date to reflect the Date” shall
adjustments mean the
to the earlier
size of the
end
occur
(iii)If the Premises, of (A) the initial date of occupancy by Tenant for purposes of commencing operation of
of the
any seventy-second
Permitted Use, or (60thnd72)
(B) the one full calendar
hundred month(120
twentieth next
th)following
day the Commencement
following full execution of the
the Basic Rental and Tenant’s Proportionate Share that are set forth in such Adjustment Notice, and
Date, subject
those Lease. For purposes of this Lease, the “Delivery Date” shall be the Effective Date of this Lease.
to adjustment and earlier termination as provided in this Lease. Landlord also offers two (2)
adjustments shall be incorporated into this Lease and will replace the rentable area as set forth in 1(c)
additional 5-year terms upon Tenants discretion with lease terms increasing at a rate of 3%
(ii)
per year.
above, the Basic Rental Chart set forth in 1(e) below, and Tenant’s Proportionate Share set forth in
1(i)
below. Tenant and Landlord may set forth those changes in a Commencement Date agreement or
other
amendment to this Lease, but shall not be required to do so.
Commencement Date is not the first day of a calendar month, then the
Term shall be extended by the time between the Commencement Date and the first day of the
next month.
(iv)Three (3) ‘free’ month’s rent will be given to Tenant by Landlord in the execution of this lease, however Tenant will
be responsible for any and all typical NNN/CAM fees for free rent period.
(e)
Basic Rental:
Period
Year 1
Monthly
Basic Rental
$4503,3,000.00
Annual
Basic Rental
$41,40036,000.0
0 Annual Basic Rental
Per Rentable Square Foot
$2320.00
The Basic Rental amounts set forth above are subject to an annual increase of three percent (3%),
effective(f)on the first day following the twelfth full calendar month of the initial Term of this Lease
(disregarding the first month,
Security if itOne
Deposit: is amonth’s
partial calendar month)
rent based and
on the on each
monthly annual
rental rateanniversary
in Year of such
date 1.
(g)Rent: Basic Rental, Tenant’s Proportionate Share of Operating Costs, and all other sums
during the Term of this Lease.
that Tenant
(h) may owe to Landlord under this Lease from time to time.
Permitted Use: Medical office space (as described in Section 3 below).
(i)Tenant’s Proportionate Share: 5.61%, being the percentage that is obtained by dividing
(i) the rentable area (square feet) in the Premises, -2- by (ii) the rentable area (square feet) in the
Building.
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
Such percentage may be adjusted upon final determination of the exact square footage contained in
the
Premises and the exact rentable square footage contained in the Building, as provided in Section 1(c)
above.
In addition to the rent specified above, Tenant will pay to Landlord
its(j)Expenses:
(k)
Proportionate ShareInitial of all costs
Liability of operating
Insurance Amount:the Building including, without limitation, Taxes (as
defined
$2,000,000.00 (See Section 10).
in Section 5(c) below), utilities (except for utilities that are separately metered and billed to or
(l)Maximum Construction Allowance: $40.00 per rentable square foot of the Premises as set
otherwise
forth
paid byin Section
2.Lease
specific 1(c)
Grant. above,
Subject
tenants), and as adjusted
to the
maintenance termsand pursuant
ofrepair
this Lease, toLandlord
expenses an amendmentleases to
and insurance to Tenant,
this Lease
expenses, andas contemplated
allTenant
as is set forth
in
leases
in from
3. Landlord, the Premises.
such
SectionSection.
5 of this Lease.
Use of the Premises.
(a)The Premises shall continuously and at all times during the Term be used and occupied
by Tenant only as medicalthe
(b)Notwithstanding offices for licensed
foregoing, nothing physicians
in Section(“Physicians”) to engage
3(a) shall prohibit in the private
any Physician who
practice a medical practice in the Premises from
conducts -3- providing x-ray or laboratory services to such
of medicineown
Physician's
Allen MOB/Triple
andNet/Single
other related
patients; activities
provided,
Story/Dr. that incidental
Kenneth (i)Garza,
such OD thereto,are
services and for noancillary
merely other purpose (the “Permitted
and incidental to such
Use”). Notwithstanding
Physician's primary medical the foregoing,
practice and thedo Premises may not
not constitute thebePhysician's
used for, and the Permitted
primary Use shallor
medical practice
not
specialty nor the predominant services rendered by such Physician to such Physician's patients, (ii)
include, any of the following: (i) the operation of a hospital, a rehabilitation center, an extended care
such
facility orare
patients nursing home, an
not referred ambulatory
to such Physiciansurgical center
primarily for that collects or
the purpose of receives
obtainingasuchtechnical
x-rayor orfacility
fee,
laboratory
an emergency
services, center,
and (iii) prior atohome health service,
commencing a health
the provision of maintenance
such servicesorganization
or procedures, or similar
Tenant direct care
shall have
provider, ato
submitted pharmacy,
Landlord a andetailed
ambulance service,ofa the
description birthing
x-raycenter or an inhalation,
or laboratory services or respiratory
procedures or Tenant
physical
therapy to
desires center;
provideprovided, that and
or perform, the foregoing
Landlord shallshallhave
not prohibit
consented Physicians
in writingfrom conducting
to the service or in-office
procedures,
procedure or (ii) the provision or operation of any ancillary medical care service or facility (as
defined
(the provision of such services and procedures shall be strictly limited to those services and
below). Tenant
procedures to shall not dispense any drugs or medicines to persons other than Tenant’s own
patients.
which Landlord has expressly consented in writing and the terms of this Section shall be strictly
Without limiting
construed the foregoing
to prohibit any expansionrestrictions, Tenant
or addition to is specifically
such services prohibited
or procedures fromwithout
using the Premises
Landlord’s
for
written
(1) general
consent.) pediatrics,
Before Tenant (2)may
veterinary clinic,
install any pet diagnostic,
x-ray, groomer orlaboratory
other business involving
or radiology animals, (3)
equipment in the
dance,
Premises, Tenant shall provide Landlord with a list of such equipment, a list of any Hazardous
aerobics, fitness or similar studio or gym, (4) sale of alcoholic beverages, (5) generating excess noise
Substances
and/or obnoxious
(as defined odor12(a)
in Section or (6)below)
the practice
that may of general
be useddentistry
or generatedor prosthodontists,
in connection with excluding
the use of such
orthodontics,
diagnostic, laboratory or radiology equipment, an estimate of the anticipated increase in Tenant’s
periodontics,
electricity endodontics,
usage and Tenant’s oralproposed
and maxillofacial
procedures surgery
for theand pedodontics.
use, storage and disposal of any
Hazardous
Substances, including but not limited to the procedure for silver recovery for any radiology
equipment.
(c)As used herein, an “ancillary medical care service or facility” shall mean and include
(i) the(d)Tenant
provision shall
or operation of a laboratory
continuously occupy and (including, without limitation,
use the Premises only for the a pathology
Permitted laboratory
Use and or a
clinical
Tenant laboratory),
shall comply
4.Condition diagnostic
with all laws,
of Premises. imaging
orders,
Tenant's services (which
rules,possession
taking include,
and regulations without
of the relating
Premises limitation,
toshall
the use, the following
condition, and
be conclusive
testing
occupancy
evidence 5. ofof the Premises.
Tenant's The Premises
acceptance thereof and shallthat
notTenant
be used hasforaccepted
any use, theandPremises
Tenant and “ASits invitees
IS,” and that
facilities:
shall
the fluoroscopy, x-ray, plane film radiography, computerized tomography (CT) ultrasound,
radiation Rent.
not act in therapy,
Premises anyin
are mammography,
manner,
good that and
order and breast
is disreputable
satisfactory or diagnostics,
creates
condition. nuclear
extraordinary
Except medicine
fire hazards
as otherwise testing magnetic
or results
provided to thein an
contrary in
resonance
increased(a)Payment. Tenant shall timely pay to Landlord the Basic Rental and all additional sums
this
to beofpaid
imaging andbypositive
Tenant to Landlord
emission under
topography), this Lease, including
-4-or the
outpatient orthe Tenant’s
inpatient share of
surgery, the Operating Costs, at
rate
Lease, insurance
Tenant on the
agrees thatBuilding or its contents
no representations respecting storage of any
condition of theoutpatient
hazardous materials
Premises or inpatient
and or
no
Landlord’s
birthing
Allen Address
services,
MOB/Triple
substances in Section
physicalStory/Dr.
Net/Single 1(b) above
therapyKenneth
services, (or such other
respiratory
Garza, OD address as Landlord may from
therapy services and/or inhalation therapy time to time
promises to
designate
service,
other in
thanalter, writing
typical to Tenant).
optical Basic
solvents the Rental,
andPremises as it may be adjusted according to this
cleaners.either before or after the execution hereof, have been Lease, shall be
decorate, repair or improve
payable
and (ii) monthly
the in
provision advance,
of any without
medical notice,
or related demand,
service setoff
to or or
for deduction.
any person
If Tenant fails to comply with the foregoing sentence, then in addition to Landlord’s rights upon an Tenant
that is shall
in not
addition haveto the
the
made
right
examination and
Event
by Landlord or itsdiagnosis
agents toof patients
Tenant performed
unless the same directly by a Physician
are contained hereinororother
madehealth
a partcarehereof. NO
to
of withhold(as
professionals
Default any Basic Rental
defined in or other
Section 18 sums payable
below), Tenant by Tenant
shall to Landlord
immediately pay forLandlord
to any length the of time, of
amount
WARRANTIES, EXPRESS OR IMPLIED, ARE MADE REGARDING THE CONDITION OR
regardless
under of
the direct any dispute that may exist relating to this Lease, the Premises, the Building or Tenant’s
such
SUITABLILITY OF supervision
THE PREMISES of aONPhysician, or a facility operated
THE COMMENCEMENT for the provision
DATE. FURTHER, TO THEof any such service.
occupancy
increasePERMITTEDof the
on demand,BYPremises.
and The first
acceptance monthly installment
of such payment of Basic Rental
shall not ARISING
constitute shall be due and payable
EXTENT LAW, TENANT WAIVES ALL WARRANTIES BYa waiver of any of
upon
Landlord’s OF LAW, INCLUDING ANY IMPLIED WARRANTIES OF SUITABLILITY,
OPERATION
the
other Commencement
rights. Tenant Date,conduct
shall with such its initial
business payment being its
and control prorated
agents,if employees,
the first month and is a partial
invitees in such
HABITABILITY AND ANY OTHER IMPLIED WARRANTIES THAT LANDLORD WILL
calendar
a
MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENCES EXCEPT AS MAY BE
month,
mannerand as subsequent
not to create monthly
any installments
nuisance of Basic Rental shall be or due beginning onmanagement
the first day of
CLEARLY AND EXPRESSLY PROVIDED INorTHIS
interfere
LEASE. with othershall
Tenant tenants Landlord
be entitled to the in benefit
its of
the
of the
all assignable contractors’ warranties, if any, related to the parts of the Premises that Tenant is
first full calendar month thereafter, and continuing on the first day of each succeeding calendar
Building.
obligated
month
to maintain and repair provided same is at no cost to Landlord.
during the Term. Basic Rental for any fractional month at the beginning of the Term shall be prorated
based on(b)1/365 of the current annual Basic Rental for each day of the partial month this Lease is in
effect, Electrical Costs; Natural Gas Services
and shall be due on the Commencement Date.
(i)Electrical Usage. The premises of each tenant in the Building, including the
Premises occupied
(ii)Special by Tenant,
Equipment. shall shall
Tenant be separately
not installmetered on a separate
any electrical equipment sub-meter
requiring in such
premises,
special which
wiring or Landlord
requiring may install,
voltage in maintain
excess of and
the read
Designed at any time
Usage
(iii)Natural Gas Services. Tenant shall pay the cost of all natural gas services or at such
otherwise tenant’s expense,
exceeding
in
Building
provided capacity
to the unless
Premises, approved
including in advance
without by Landlord.
limitation, heatingThe use
costs of electricity
and the cost in
ofthe
installing,
(c)
order to measure
Premises
servicing electricalany
and maintaining consumption in all areas
stubs, connections, located
special or within or servicing
additional inside orsuchoutsidepremises.
wiring
Landlord Operating
may Costs.
charge all electrical usage costs and individual repairs to the tenants separately;
shall not exceed the capacity of existing feeders and risers to or wiring in the Premises. Any
or
(i)Tenant’s
provided, Proportionate
thatorthe amount to of Share.
any suchTenant
direct shall pay an
electrical amount (per each rentable
risers or wiring
lines, meters required
sub-meters, meet such
transformers, excess or theusage
electrical
poles, costs costs
of anythat
requirements areequipment
shall,
other billed
upon directly to
Tenant’s
square
Tenant
written foot
or in
such the Premises)
other tenants, equal
as to its Proportionate
-5-
applicable, shall not Share
be of
included theinOperating
the Costs.ofLandlord
calculation
necessary to
may collect
Operating
Allen MOB/Triple such amount
Net/Single in a lumpat sum, to becost,
due within thirty (30)sole
days after Landlord
request,
make natural gas Story/Dr.
be installedservices Kenneth
by Landlord,
available Garza,
to OD
Tenant’s
the Premises. if,Landlord
in Landlord’s
shall haveand no absolute
obligation to
furnishes
Costs under
judgment, this Lease. Tenant shall pay for its electrical usage or related costs within ten (10)
provide
to
days
the Tenant
after
same the
are Annualhas
Landlord
necessaryCost andStatement.
delivered
shall to
not Alternatively,
Tenant
cause an invoice
permanent Landlord
for may
those
damage make
costs.
or With
injury atogood faith
respect
the toestimate
Building any
or the
natural gas services or to make such services available to the Premises.
of
common areas
Premises, causethat are nota deemed
or create dangerous partorof the Premises
hazardous or anyentail
condition, other excessive
portions oforthe Building
the
that amount to be due by Tenant for any calendar year or part thereof during the Term, and,
unreasonable
unless
are not separately
alterations, repairs,metered (excluding
or expenses, any occupied
or interfere by otherother
with or disturb tenants of the
tenants of Building),
the Building.Tenant
Landlord
shall pay delivers
to Landlordto Tenant
the costsa revision of theuse
of electrical estimated
for same, amount, Tenant shall
in accordance pay to Landlord,
with Tenant’s
on
obligations
the
underCommencement
Exhibit D to this Date and on the first day of each calendar month thereafter, an amount
Lease.
equal
to Tenant’s Proportionate Share of the estimated Operating Costs for such calendar year or
part
thereof divided by the number of months in such calendar year during the Term. From time to
time during any calendar year, Landlord may recalculate the estimated Operating Costs and
the
amount to be due by Tenant for that calendar year and deliver a copy of the revised estimated
Operating Costs to Tenant. Thereafter, the monthly installments of Tenant’s Proportionate
Share
of the estimated Operating Costs shall be appropriately adjusted in accordance with the
estimations so that, by the end of the calendar year in question, Tenant shall have paid all of
Tenant’s Proportionate Share of the estimated Operating Costs. Any amounts paid based on
the (ii)Definition of Operating Costs. For the purposes of this Lease, the term
estimated
“OperatingOperating
Costs”
(A)wages Costs
shall mean
and shall
allbe
salaries subject
expenses
of to adjustment
and
all employees disbursements
engaged pursuant
inof
the to
every Section 5(c)(iii)
kind (subject
operation, repair, to when
the
the
limitations set forth
replacement, below) which
maintenance, Landlord
and securityincurs, pays or becomes obligated to pay or
(B)all supplies and materials used inof the
the Building, maintenance,
operation, including taxes, insurance and
repair,
amountbenefits
reimburseof in
allconnection
actual Operating
relating with Costs
the is available
ownership, for each
operation, andcalendar year. of the Building
maintenance
replacement,
(C)all andthereto;
capital security of thefor
expenditures Building;
improvements and/or equipment that (1) are
(including the associated parking facilities), determined in accordance with generally accepted
reasonably
(D)the expected
cost of to reduce
heating, the normal
ventilating andoperating costs of the Building,
air conditioning or (2) are
federal income tax basis accounting principles consistently applied. (“HVAC”)
Operatingservices
Costs shall
made
for common areas of the
include, but (E)the cost to,
not limited of any following: or insurance related expense applicable to Building)
Building
the insurance (including all unoccupied space within the the
in
andorder
the
Building to
cost
andcomply
of all with
gas,
Landlord’s any
water, law
personal orproperty
sewer,regulation of and
electricity
used any
in governmental
other
connection utilities authority,
used
therewith; in thein either
(F)all taxes and assessments and governmental charges whether federal,
case as amortized
maintenance, over the
operation, use useful economic life
and occupancy of such
of the improvements
common areas of the asBuilding
determined
state, county or municipal, including
-6- any fees, assessments and charges levied against
by
(including all unoccupied space in the Building), excluding the cost of any utilities
Allen MOB/Triplethe
Net/SingleinStory/Dr.
Landlord Kenneth discretion
its reasonable Garza, OD (without regard to the period over which such
actually reimbursed
Building and whethertothey Landlord
be byor paid or
taxing directly by the Building’s
management districts or tenants (including
authorities
improvements
electrical may be depreciated or amortized for federal income tax purposes);
presently costs reimbursed by Tenant under Section 5(b) of this Lease);
taxing or by others, subsequently created or otherwise, and any other taxes and
assessments attributable to the Building (or its operation), and the grounds, parking
areas,
driveways, and alleys around the Building, together with any rental, excise, franchise,
margin, sales, transaction, privilege or other tax or levy, however denominated,
imposed
upon or measured by the rental reserved hereunder or on Landlord’s business of
leasing
the Premises, excluding only income taxes on Landlord’s net income (collectively,
“Taxes”); provided, that (i) if the present method of taxation changes so that, in lieu of
or
in addition to the whole or any part of any Taxes levied on the Land or Building, there is
levied on Landlord a capital tax directly on the rents received therefrom or a franchise
tax, assessment, or charge based, in whole or in part, upon such rents for the Building,
then all such taxes, assessments, or charges, or the part thereof so based, shall be
deemed
to be included within the term “Taxes” for the purposes hereof, and (ii) if and to the
extent (G)that Landlord has control over the amount that it pays in Taxes, Landlord shall
make
Building,commercially
a but not thetocost reasonable
include effort
replacements
of repairs, to or
minimize
replacements, andTaxes
resurfacing of on
general the Building; of the
themaintenance
parking area;
(H)the cost of service or maintenance contracts with independent contractors
for the operation,
(I)the cost of maintenance,
any agreements repair,
withreplacement,
respect to theormanagement
security of the of Building
the
(including,
Building up without
to the limitation,
amount HVAC
equal to repair,
five but
percent not
(5%)replacement,
(J)the cost of an independent company to evaluate and, if deemedother of the rentalalarm
and service,
sumsand
exterior window
payable
necessary, contest cleaning);
the tax assessment of the Land and Building with any entity with
Notwithstanding the foregoing, the following shall be specifically excluded from “Operating
under
the
Costs” for Cost all
purposes leases in the
of this By Building;
Lease: and
Statement. Aprilany
1 ofcosts
each(A) for capital
calendar yearexpenditures, other than
or as soon thereafter as capital
is(iii)
authority
expenditures
reasonably thattomay
practicable,levybetaxes
Landlord on shall
included thein Building
Operating
provide and
TenantLand.
Costs ainstatement
accordance with
(the subparagraph
“Annual Cost (ii)(C)
-7-
above; (B)
Statement”)
Allen MOB/Triple
for items which,
of theStory/Dr.
Net/Single Operating though
Costs
Kenneth
capital
for the
Garza,
for accounting purposes, are properly
ODpreceding year. The Annual Cost Statement shall
considered
maintenance
include and repair
a statement items (such
of Landlord’s as painting
actual Operating of common
Costs forareas, replacement
the previous of carpet,asand
year, adjusted
the
provided in the last sentence of this subparagraph. If the Annual Cost Statement reveals that
like);
Tenant (C)paid
for repair,
more for replacements
Operating Costs and general maintenance
than Tenant’s paid byShare
Proportionate proceeds
of theofactual
insurance or
by
Operating
Tenantinor
Costs theother
yearthird parties,
for which andstatement
such alterations wasattributable
prepared,solely to tenants
then Landlord of the
shall Building
credit or other
than Tenant; (D) for interest, amortization or other payments on loans to Landlord; (E) for
reimburse
depreciation
Tenant for such of the Building;
excess within(F) for leasing
thirty (30) days commissions;
after delivery (G)offorthelegal expenses,
Annual other than
Cost Statement;
those
likewise, if Tenant paid less than Tenant’s Proportionate Share of the actual Operating Costs,
incurred
then Tenant for the
shall general benefit such
pay Landlord of thedeficiency
Building’swithintenants (e.g.,
thirty (30)taxdays
disputes); (H) for renovating
after delivery of the
or
Annual Cost Statement. With respect to any calendar year or partial calendar year in which the
otherwise
Building is improving
not occupied space
to thefor occupants of the Building
extent of ninety-five percent or vacant
(95%) of space in the Building;
the rentable (I) for
area thereof,
correcting
the Operating defects
Costs infor
thesuch
construction
period shallof thefor Building;
the purposes(J) forhereof,
any amounts that are
be increased to paid or
the amount
payable
which would have been incurred had the Building been occupied to the extent of ninety-five
by Tenant
percent (95%)or any other
of the tenant area
rentable of the Building according to the terms of its agreement to lease
thereof.
its
premises; (K) for overtime or other expenses of Landlord in curing defaults or performing work
expressly provided in this Lease to be borne at Landlord’s expense; and (L) for federal income
taxes imposed on or measured by the income of Landlord from the operation of the Building.
(d)Delinquent Payment; Handling Charges. If any payment due to Landlord is not
delivered to Landlord
6.Security Deposit.before
Theor by the Deposit
Security third (3rdshall
) daybeof paid
whenbydue, a late
Tenant to charge
Landlord,of five percent
in cash or (5%)
of
by certified
7. check, on the date of execution of this Lease by Tenant and shall be held by Landlord as
the amount
security payable
for the shall be due
performance and payable
of Tenant’s by Tenant
covenants as additional
and obligations rent.this
under In addition, payments not
Lease, it being
Landlord’s Obligations.
received by Landlord within ten (10) days after the due date shall bear interest from the eleventh
expressly
(11th) (a)Services.
understood
Provided no Event of Default exists, Landlord shall use all reasonable efforts
that the Security Deposit shall not be considered an advance payment of Rent or a
to
day furnish
after to Tenant
(b)Discontinuance.
due date (i) water
until paid at the
at those
Landlord’s rate points
obligation ofto
of the supply
lesser ofprovided
furnish servicesfor
eighteen general
under
percent use 7(a)
Section
(18%) of
pertenants
shall
annum beoforthe
the
measure of
Building,
subject to the rules and regulations
maximum damages in case of default hereunder of the supplier of such services and governmental rules
-8- by Tenant, and shall be held by Landlord without and
Landlord’s
(ii) heated
regulations. and refrigerated
Landlord may, air conditioning
upon not less as thirty
than appropriate
OD (30)
for common areas of thetoBuilding, if any, at
lawful
Allen
payment rate.
MOB/Triple
of any Net/Single
interest Story/Dr.
thereon. Kenneth
Upon theGarza,
occurrence of days’ prior of
any Event written
Default notice
or breachTenant,
of a covenant
such times and in such manner as reasonably considered by Landlord to be standard, (iii) exterior
discontinue
by
pest
any such service
Tenant under thisto the Premises;
Lease, Landlord provided,
may, fromthattime Landlord
to time,first arranges
without for a to
prejudice direct
any connection
other remedy, of such
use
control,
service and
to the(iv) electrical
Premises current
through during
the normal
supplier of business
such hours,
service. other
Tenant thanhowever,
shall, for computers,
be electronic
responsible for
the
data
Security Deposit to the extent necessary to make good any arrearage of Rent, or to repair any
processing equipment, special lighting or other equipment that requires more than 110 volts, or other
damage or
equipment whose electrical energy consumption exceeds normal medical office usage. Tenant’s
injury, or pay any expense or liability incurred by Landlord as a result of such event of default or
electrical
breach
usage will be separately metered and charged to Tenant as provided in Section 5(b) of this Lease.
of covenant, and any remaining balance of the Security Deposit shall be returned by Landlord to
Tenant
Tenant
may install its own security system in the Premises; provided, that Landlord shall not be liable to
upon the termination of this Lease. If any portion of the Security Deposit is so used or applied, Tenant
Tenant
shall upon ten (10) days written notice from Landlord, deposit with Landlord, by cash or certified
for losses to Tenant’s property or personal injury caused by criminal acts or entry by unauthorized
check,
persons into the Premises or the Building or any common areas. If Tenant chooses to install a security
an amount sufficient to restore the Security Deposit to its original amount. The Security Deposit may
system, then Tenant shall supply the security code for such system to Landlord, which code shall be
be
kept
assigned and transferred by Landlord to the successor in interest of Landlord and, upon
confidential. Landlord shall maintain the common areas of the Building and grounds. If Tenant desires
acknowledgment
any of the services specified in this Section 7(a) at any time other than times herein designated, or in
by such successor of receipt of such Security Deposit and its assumption of the obligation to account
a
to
manner that is different from or exceeds what Landlord deems to be standard for the Building, then
Tenant for the Security Deposit in accordance with the terms and provisions of this Lease, Landlord
Tenant shall make a written request for those extra services to Landlord before 10:00 a.m. on the
shall
business
thereby be discharged of any further obligation relating to the Security Deposit.
day preceding such extra usage, and Landlord shall make those extra services available to the extent
it can
reasonably do so. Tenant shall pay to Landlord the cost of such services within ten (10) days after
Landlord has delivered to Tenant an invoice for them. Tenant shall be solely responsible for and shall
promptly pay all costs, expenses and monthly charges for telephone and other communication
services.
contracting with the supplier of such service and for paying all deposits for, and costs relating to, such
service and any connections
(c)Restoration or components
of Services; of such service
Abatement. Landlord within
shall use the demising
reasonable effortswalls of the Premises.
to restore
Landlord
any service may also stop any or all utility service as reasonably necessary in
8. that becomes unavailable; however, such unavailability shall not render Landlord the event of an accident
liable or
breakdown, or for the purpose of making alterations, repairs or improvements, or for the purpose of
for Improvements; Alterations; Repairs; Maintenance.
installing
any damagesa sub-meter to measure
caused thereby, be aany excess electrical
constructive evictionusage underconstitute
of Tenant, Section 5(b).
a breach of any implied
(a)Improvements; Alterations. Improvements to the Premises shall be installed at the
warranty, or, except as specifically provided in the next sentence, entitle Tenant to any abatement of
expense of Tenant
(b)Repairs; only in accordance
Maintenance. Landlord with plans
shall and
keepthe specifications
in good orderifand previously
thesubmitted tothe
and
Tenant’s obligations hereunder. Notwithstanding foregoing, therepair
Premises foundation,
are untenantable for
approved elements, the exterior walls and roof-9-
structural serving the Premises, exterior plate glass, exterior
more
in writingand
windows by Landlord.andThe initial improvements to the Premises
windowshall be approved, constructed and
Allen forty-fivedoors
than MOB/Triple Net/Single
(45) other exterior
Story/Dr.
consecutive Kenneth
days openings,
Garza,
because exterior
ofODthe unavailability and door
of any frames,
such closure
service, devices,
Tenant shall,
paid
locks
as its
for
and inhardware,
accordance with Exhibit
exterior D equipment
lighting, to this Lease, which is attached hereto and made anot part hereof. After
exclusive remedy therefore, be entitled to aand fixtures
reasonable servicing
abatement the
ofBuilding
Rent for (but exclusively
each consecutive day
the
servicing the Premises), landscaping, parking areas, all common areas, exterior portions of the
(after
initial Tenant Improvements (as defined in Exhibit D to this Lease) are made, no alterations or
demising
such forty-five (45) day period) that the Premises are untenantable.
physical
walls, and all other portions of the Building that are not constructed by Tenant or the responsibility of
additions
Tenant and in are
or to the
not Premisesthe
otherwise may be made without
responsibility of otherLandlord’s
tenants prior written consent.
or occupants Tenant Tenant
of the Building. shall
not
shall maintain the Premises in a clean, safe, operable, attractive condition, and shall not permit or
paint or
allow to install lighting or decorations, signs, window or door lettering, or advertising media of any
type
remain any waste or damage to any portion of the Premises. In this regard, Tenant shall contract for,
on or about
or take thethemself
it upon Premises without the prior written consent of Landlord. All alterations, additions, or
improvements (whether temporary or permanent in character, and including, without limitation, all air
conditioning equipment and all other equipment that is in any manner connected to the Building’s
plumbing system) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s
property at the end of the Term and shall remain on the Premises without compensation to Tenant.
Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in connection
with any improvements in the Premises shall not constitute a representation or warranty of Landlord
as to
the adequacy or sufficiency of such drawings, plans and specifications, or the improvements to which
they relate, for any use, purpose, or condition, but such approval shall merely be the consent of
Landlord
as required hereunder. Notwithstanding anything in this Lease to the contrary, Tenant shall be
responsible for undertaking all work required to comply with the applicable requirements of the
Americans with Disabilities Act of 1990, the Texas Architectural Barriers Act (as amended) and the
Texas Accessibility Standards, and/or any other similar law, rule or regulation relating to access by
disabled persons to the Premises, and all rules, regulations, and guidelines promulgated thereunder,
as the
same may be amended from time to time (the “Access Regulations”), whether in connection with
Tenant’s initial work in the Premises or necessitated by any installations, additions, or alterations
made in
or to the Premises at the request of or by Tenant or by Tenant’s use of the Premises. Landlord shall be
responsible for compliance of all public areas of the Building with the requirements of the Access
Regulations.
janitorial services to the Premises on a basis of no less than five (5) days per week. Tenant shall repair
or (c)Performance of Work. All work described in this Section 8 shall be performed only by
replace,
Landlord subject
(d)Mechanic’s to Landlord’s
or by contractors anddirection
Liens. Tenant and permit
subcontractors
shall not supervision,
approved any damage
in writing
any mechanic’s by to
liens thebeBuilding
Landlord.
to Tenant
filed caused
against by Tenant
reserves
the the
or
right
Premisesto secure bids from contractors in an effort to reduce construction costs. Tenant shall cause all
9. or the Building for any work performed, materials furnished or obligation incurred by or at
Tenant’s
contractors
the agents,
and contractors
subcontractors or invitees.
to procure If Tenant
and fails
maintain to make
insurance such repairs
coverage or replacements
against such risks,within
in
fifteen (15) Assignment
days after the a and Subletting.
occurrence ofthen
suchTenant
damage, then Landlord maydays
make theitsame at Tenant’s
such
request of Tenant. If such lien is filed, shall within ten (10) after receives notice
cost. (a)Transfers; Consent.
amounts, and with such companies Tenant as shall not, without
Landlord the prior written
may reasonably require, consent
and toof Landlord
procure (i)
payment and
of
advertise thatbonds
any portion of the Premises istoavailable for lease, (ii)
theassign, oftransfer, orAll
encumber this
In
thelieu of having
performance
filing, Tenant
either pay the repair
reasonably
amount anyof such
satisfactory damage
the lien or-10- outside
Landlord
diligently of the Premises,
covering
contest such cost Landlord
lien and the work.
deliver mayto repair
such such
Landlord worka
Lease
damage
Allen orperformed
any
at estate
Tenant’s inor interest
cost. The cost herein, whether
of any repairdirectly or
or replacement byinoperation
a work of law,
good performed (iii)
bypermit
Landlord anyunder
other
bondMOB/Triple
shall be Net/Single Story/Dr.
accordance Kenneth
with all Garza, OD
requirements and and workmanlike manner so as
entity
thisother security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action,
not
or
to
to become
Section 8 inTenant
excess hereunder
of any by merger,
insurance consolidation, or other reorganization, (iv) ifor
Tenant
paidisbyan
thendamage
Landlord the Premises,
may pay thethelien claimproceeds
primary structure
without payable
inquiry aswith
or structuralto the respect
qualities
validitytoofthereof,
such work
the Building,
and shall
any beplumbing,
amounts so
entity,
Tenant
electrical lines, or other utility transmission facility. All such work which may affect the HVAC,
paid,
other
to thansystem,
Landlord awithin
corporation
ten whose stock is publiclyhas traded, permit the transfer of
by,an ownership interest in
electrical
including expenses and(10)
structural days
system,
interest, after
shallorLandlord
beplumbing
paid by Tenantdelivered
system must
to tobeTenant
Landlord approvedan invoice
within ten and
(10) setting
shall
days be forth thoseto
subject
after
Tenant
amounts so as to result in a change in the current control of Tenant, (v) sublet any portion of the
Landlord due.
inspection by, Tenant shall, atengineer
the Building’s its sole cost and expense, during the term of this Lease maintain a
of record.
Premises,
regularly
has delivered to Tenant an invoice therefore.
(vi) grant any
scheduled license, concession,
preventative or other right
maintenance/service of occupancy
contract of any portion
with a maintenance of the Premises,
contractor or (vii)
for the servicing
permit
of the use of the Premises by any parties other than Tenant (any of the events listed in (ii)
through
hot water, HVAC systems and equipment within the Premises. The maintenance contractor and
(vii) being a “Transfer”). Landlord may withhold its consent to any proposed Transfer in its sole
contract
discretion;
must be approved provided, bythat Landlord
Landlord, andwillthenot unreasonably
contract must at withhold
a minimum its provide
consent for to aallproposed
services Transfer if
(i)
suggested by
the
the occupancy
equipment of the PremisesTenant
manufacturer. by the shall
proposedprovidetransferee
Landlordand the business
a copy conducted
of any contract, by it inany
including the
Premises
amendment willornot violate any
extension of an restriction
existing granted
contract by Landlord
that it enters with
intorespect
for the to the Premises
performance of or
its the
Building
obligations
for
underthethis
benefit of any
Section 8(b),other
withintenantthree of(3)
thedays
Building;
of its and (ii) theby
execution proposed
Tenant. transferee is an affiliate of
Tenant
or is an entity resulting from the merger, consolidation, reorganization or sale of the business of
Tenant
conducted in the Premises and the proposed transferee’s tangible net worth is equal to or greater
than thatIf Tenant requests Landlord’s consent to a Transfer, then Tenant shall provide Landlord with a
of Tenant.
written description
If Landlord of all terms
consents and conditions
to a proposed of the
Transfer, thenproposed Transfer,
the proposed copies of
transferee thedeliver
shall proposedto
documentation,
Landlord a written
(b)Cancellation. and the
agreementfollowing
Landlord information
whereby
may, about
it expressly
within thirty the proposed
assumes
(30) days transferee:
thesubmission
after Tenant’s ofname
obligations
Tenant’sand address;
hereunder;
reasonably
however,
written satisfactory
request information
for Compensation.
Landlord’s consent about its
to ashall business
Transfer, and business history;
(or, asits
toproposed use of the
(c)Additional Tenant pay tocancel this Lease
Landlord, immediately upon a subletting
receipt or
Premises;
any
assignment, banking,
transferee of financial,
less than
cancel as to the and
all of other
the
portion credit
space in information;
the Premises and
shallgeneral
be references
liable only for requested
obligations ofby
under
thereof, all compensation received byofTenant
the Premises proposed
for a Transfer
-11- thattoexceeds
be sublet orBasic
the assigned) asand
Rental the date
Landlord
this
the
Tenant’s
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza,creditworthiness
OD
so it may
Lease
proposed that determine
are properly
Transfer wastheto proposed
allocable
be totransferee’s
effective.the Ifspace subject
Landlord to the
cancels this and character.
Transfer,
Lease asand Tenant
onlyother
toany
any to the
portion shall
thereimburse
extent
of ofrent
the
share of Operating Costs, additional electrical costs under Section 5(b) or additional
Landlord
Rent it
Premises, for its attorneys’ fees and other expenses incurred in connection with considering any
allocable to the portion of the Premises covered thereby.
request
has
thenagreed
this Lease to pay Tenant
shall ceasetherefore. Landlord’s
for such portion consent
of the to aand
Premises Transfer
Tenant shall not
shall payrelease Tenantall
to Landlord from
Rent
for its
performingconsentits to a Transfer.
obligations under this Lease, but rather Tenant and its transferee
accrued through the cancellation date relating to the portion of the Premises covered by the proposed shall be jointly and
severallyand
Transfer liablealltherefore.
brokerageLandlord’s
commissions consent to payable
paid or any Transfer shall notinwaive
by Landlord Landlord’s
connection rights
with this as to
Lease
any
that
subsequent
are allocableTransfers. If an Event
to such portion of theofPremises.
Default occurs while Landlord
Thereafter, the Premisesmayor any such
lease part thereof
portion are subject
of the
to
Premises to the prospective transferee (or to any other person) without liability to Tenant.
a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee
all
Rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to
make payments of rent directly to Landlord upon receipt of notice from Landlord to do so.
10.
Insurance; Waivers; Subrogation; Indemnity.
(a)Insurance. Tenant shall at its expense procure and maintain throughout the Term the
following insurance policies:general liability insurance, insuring both Landlord as an additional
(i) Commercial
insured and Tenant as the insured
(ii) A policy or policies against
of business all claims, demands
income/business or actions arising
interruption/extra expense outinsurance
of or in
connection
coverage with
for a Tenant's
minimum use or
period occupancy
of twelve of
(12) the Demised
months, Premises,
including coverage
(iii) A policy or policies of so called “All Risk” or Special Causes of Loss Form or or by the
for condition
all Tenant’s of the
Demised Premises.
rental
equivalent property The limits ofatTenant's
insurance, its sole commercial
cost and general
expense, liabilityamong
causing, policy or policies
other shall be
things,
(iv) Statutory Worker’s Compensation insurance and Employer’s Liability Insurance with
in an amount
obligations
Tenant's to not less than $2,000,000.00 per occurrence either through a single policy or a
Landlord.
limits(v)
of Such
$1,000,000.00/$1,000,000.00/$1,000,000.00,
other insurance and in such amounts both from
as may containing
time fortoa time
waiverbeof subrogation
reasonably
combination
improvements, of primary
furniture, and
all excess/umbrella
HVAC equipment coverage
(including (and
ductno offset
work, conduitsoccurrences
and utilityonlines),
in
required
Tenant shallby Landlord,
obtain a against
written other
obligationinsurable
on the hazards
part of which
each at the
insurance time are
company commonly
to notify insured
property
fixtures, supplies, inventory andand/or
contents to be insured for at leastsimilar
eightyin percent (80%) of full
Landlord favor
againstof in
Landlord.
the case of premises buildings or improvements construction,
otherWaiver
than the
replacement ofvalue.
Negligence
Demised Claims; No
Premises),
Any deductibles andSubrogation.
shall
shall Landlord
be written
be for Tenant’s shall not
byaccount.
insurance be liable
shalltobe
companies
Tenant Tenant(b)
satisfactory
responsible to
or thosedesign,
at least thirty
Landlord,
for
(30)and
claiming days
by, suchprior
through to
orcancellation,
under
policies shallTenant expiration
for any
be primary
-12- and or
injurynon-renewal
to or deathof
noncontributory tosuch
of any insurance.
any person
insurance At all times,
or persons
maintainedor
each
the general
policy
by location,insurance
of Tenant’s use and occupancy to those
shall be subject to aondeductible
or appurtenantnot to to the Premises.
exceed Ten Thousand Dollars
Allen MOB/Triple
any plate Net/Single
glass in Story/Dr.
its space.Kenneth Garza, OD
($10,000.00).
damageLandlord Such
to or theft, policies or
destruction
respecting duly executed
or loss
Tenant's certificates
of use of in
operations any the of
property
Demisedinsurance shall
or Premises.
inconvenience be promptly
(a “Loss”) delivered
caused by to
Landlord and renewals thereof as required shall be delivered to Landlord at
casualty, theft, fire, third parties, or any other matter (including Losses arising through repair or least thirty (30) days prior
to
alteration
the expiration of the respective policy terms. Tenant shall supply copies of any policies it maintains
upon
written request of Landlord. Tenant’s coverage shall be placed with carriers rated at a minimum B+
VIII
by A. M. Best. If Tenant should fail to comply with the foregoing requirement relating to insurance,
Landlord may obtain such insurance and Tenant shall pay to Landlord on demand as additional rental
hereunder the premium cost thereof plus interest at the maximum contractual rate (but in no event to
exceed 1.50% per month) from the date of payment by Landlord until repaid by Tenant.
of any part of the Building, or failure to make repairs, or from any other cause), regardless of whether
the (c)Indemnity. SUBJECT TO SECTION 10(B), TENANT SHALL DEFEND,
gross negligence
INDEMNIFY,
11.No of any
AND HOLD
Warranty. party caused
HARMLESS
LANDLORD such
NOT Loss
LANDLORD
DOES AND
WARRANTin whole
ITSTHAT or in
AGENTSTHEpart.
FROM Landlord
AND and
LANDLORD, THE Tenant each waives
any claim
AGAINST
BUILDING, it
ALL might
CLAIMS,have against
DEMANDS, the other
LIABILITIES,for any
CAUSESdamage OF to or
ACTION, theft, destruction,
SUITS, loss, or loss of use
12. THE PREMISES OR THE OTHER TENANTS OF THE BUILDING WILL HAVE ANY
of
JUDGMENTS,
POSITIVE IMPACT AND EXPENSES (INCLUDING
ON THE Substances. ATTORNEYS’ FEES)
COMMERCIAL SUCCESS OF TENANT’S BUSINESS ENTERPRISE,FOR ANY LOSS
any property, Hazardous
ARISING
AND FROMtoANY
LANDLORD theOCCURRENCE
AND extent
TENANT theEXPRESSLY
sameONis THEinsured
PREMISES
DISCLAIM againstORunder
ANY FROM
IMPLIEDany insurance
TENANT’S
WARRANTY policy
THAT that covers the
FAILURE
(a)Definitions.
Building, the Premises, The Landlord’s
term “Hazardous
or Substances”
Tenant’s fixtures, used in this
personal Lease
property, shall
ORmean improvements,
any
TO PERFORM
THE PREMISES ITS
AREOBLIGATIONS
SUITABLE FOR UNDER
TENANT.THIS LEASE,
TENANT'S EVEN THOUGH
OBLIGATION TO PAYleasehold
CAUSED RENT or
product,
business,
ALLEGED substance,
or,
TO in
BE the chemical,
case
CAUSED of
BY material
Tenant’s
THE or
waiver,
JOINT, waste
is-13- whose OR
required
COMPARATIVE, presence,
to be nature,
insured
CONCURRENT againstquantity
under and/or
the intensity
terms of
hereof,
HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE
existence,
regardless
Allen use,
of OR
MOB/Triple manufacture,
whether the
Net/Single disposal,
negligence
Story/Dr. transportation,
orORfault
ITSof the UNDERspill,
other release
party causedorTO
effect,
such either
THEloss; by itself Landlord’s
however, or in
NEGLIGENCE
PERFORMANCE FAULT
BY OF
LANDLORD OF Kenneth
LANDLORD Garza,
ITS OBLIGATIONS OD
AGENTS (OTHERTHISTHANLEASE.
combination
waiver shall
EXTENT A LOSS with the
not ARISES other
include FROM materials
any deductible
THE GROSSexpected
amounts to
NEGLIGENCE be on the
on insurance Premises,
policies
OR WILLFUL is either: (i) potentially
carried by Landlord or apply
MISCONDUCT injurious
to
to
any
OF LANDLORD OR ITS AGENTS), AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF
the publicOR
coinsurance
ACTION, health,
penalty
SUIT safety
IS which
BASED or Landlord
welfare,
UPON ORthe
might environment
ALLEGED sustain.
TO BE or
Each the
BASED Premises
party shall THE
UPON or STRICT
cause theitsBuilding,
insurance and/or
carrier(ii)to
regulated
endorse OF LANDLORD OR ITS AGENTS.THIS INDEMNITY PROVISION IS
LIABILITY
or
all monitored
applicable
INTENDED TOby any governmental
policies
INDEMNIFY waiving authority,
the carrier’s
LANDLORD AND ITS agency
rights orAGAINST
of recovery
AGENTS third under
party
THE under any applicable
subrogation or otherwisestatute or
against
common
the law theory. Hazardous Substances shall
CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT AS PROVIDED ABOVE include, but not be limited to, hydrocarbons,
petroleum,
other
WHENparty.
LANDLORD OR ITS AGENTS ARE JOINT, COMPARATIVELY, OR
gasoline,
CONCURRENTLYcrude oil or any products,
NEGLIGENT by-products
WITH TENANT. THISorINDEMNITY
fractions thereof,
PROVISION any SHALL
Bio-Hazardous Medical Waste
and any storage tanks or containers
SURVIVE TERMINATION OR EXPIRATION OF THIS LEASE.for the storage of such substances. The term “Bio-Hazardous
Medical Waste” means any waste, substance or material (solid, liquid or gaseous) that is generated,
produced or results from the diagnosis, treatment, or immunization of human beings, or any research
pertaining thereto, or the production or testing of biological agents. The term “Bio-Hazardous Medical
Waste” also includes any definition thereof or reference thereto in any law, rule, regulation, order, or
decree of any federal, state or local government, including, without limitation, any substance defined
or (b)Reportable Use. Tenant shall not engage in any activity in, on or about the Premises
referred to in the Code
which (c)Bio-Hazardous
constitutes of Federal
a Reportable
Waste. Use
At Regulations
(as defined
Tenant’s soleatbelow)
29 CFR
liability, Part
ofrisk, 2910.1030.
Hazardous
cost and Substances withoutshall
expense, Tenant the express
prior
provide proper
(d)Duty to receptacles
Inform Landlord.and containers for all Bio-Hazardous
If Tenant knows, or has reasonable Medical
causeWaste and shall
to believe, thatmake
a such
written
Hazardous consent
arrangements forofthe
Substance, Landlord
disposal
or a and
ofcompliance
Tenant’s
condition arising in
or aresulting
timely manner
Bio-Hazardous Medical
from (atWaste
same, Tenant’s
has as
come sole
shall
to cost
be
be and expense)
necessary,
located in, proper
on,
(e)Indemnification of Landlord. Tenant shall indemnify, protect, defend and hold
with
and/or
under required for the health andmortgagees
safety of other tenants and invitees ofand
the the
Building. All such
Landlord, its agents, employees, and ground lessors, if any, Premises,
-14-(i) the installation or use of any above or below harmless
all
or applicable
disposal
about laws. “Reportable
the Premises, other than Use” shall mean
as previously consented to by Landlord, Tenant shall immediately
from
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
ground
shall be in strict
give
and against any compliance
and all loss of with applicable
rents laws and regulations.
and/or damages, Landlord may,
liabilities, judgments, costs,but shall not
claims, be
liens,
storage
obligated
written tank,
to,
notice or
of (ii)
reviewsuchthe
and generation,
approve
fact to possession,
such
Landlord. arrangements,
Tenant storage
shall but
also of, transportation,
no such
immediately review
give ororapproval
disposal
Landlord a of a copy
shall
true Hazardous
imposeof any
expenses,
Substance
statement, that
any requires
report, notice,a registration,
permit from, application,
or with respect to which
permit, a report,
business plan, notice,
license,registration
claim, action or or
business
liability on Landlord
proceedings given to, with respect tofrom,
or removed suchany
disposal. Landlordauthority
governmental assumes or noprivate
duty, obligation or liability
party, or persons
plan is required to be filed with any governmental authority. Reportable Use shall also include
with
entering
Tenant’s
respect
or to Tenant’s
occupying Bio-Hazardous
the Premises, Medical
concerning Waste.
the presence, spill, release, discharge of, or exposure to, any
being responsible
Hazardous Substance for the presence in, onMedical
or Bio-Hazardous or about the Premises
Waste of a Hazardous
or contamination Substance
in, on, or about the with
Premises,
respect to
including but not limited to all such documents as may be involved in any Reportable Use involving
which any applicable law requires that a notice be given to persons entering or occupying the
the
Premises,
Premises.
the Building or neighboring properties. Notwithstanding the foregoing, Tenant shall be permitted,
without Landlord’s prior consent, but in compliance with all applicable laws, (i) to use any ordinary
and
customary materials reasonably required to be used by Tenant in the normal course of Tenant’s
business
on the Premises, so long as such use is not a Reportable Use and does not expose the Premises, the
Building or neighboring properties to any meaningful risk of contamination or damage or expose
Landlord to any liability, and (ii) to use, handle and dispose of Bio-Hazardous Medical Waste as part of
a
normal physician practice within the Premises, so long as such actions do not expose the Premises,
the
Building or neighboring properties to any meaningful risk of contamination or damage or expose
Landlord to any liability. In addition, Landlord may condition its consent to any Reportable Use by
Tenant or other use or presence of any Hazardous Substance in the Premises upon Tenant giving
Landlord such additional assurances as Landlord, in its reasonable discretion, deems necessary to
protect
itself, the public, the Premises, the Building and the environment against damage, contamination or
injury
and/or liability, including but not limited to, (i) the installation (and removal on or before Lease’s
expiration or earlier termination) of reasonably necessary protective modifications to the Premises
(such
as concrete encasements), (ii) the deposit of security in an amount reasonably determined by
Landlord to
be held by Landlord under this Lease for assurance thereof, and (iii) the purchase, at Tenant’s
expense, of
additional insurance covering such risks.
penalties, permits and attorney’s and consultant’s fees arising out of or involving any Hazardous
Substance or Bio-Hazardous
(f)Indemnification Medical
of Tenant. Waste brought
Landlord onto or generated
shall indemnify, at theand
protect, defend Premises by or for
hold Tenant
Tenant
harmless or from and against
(g)Termination any and Upon
and Surrender. all loss, damages,ofliabilities,
termination this Lease,judgments,
Tenant must costs, claims,
deliver theliens,
under
expenses,
Premises Tenant’s control. Tenant’s obligations under this subparagraph shall include, but not be limited
13.to Landlord free of any and all Hazardous Substances so that the condition of the Premises
to,
penalties,
conforms to permits and attorney’s
allSubordination
applicable and consultant’s
environmental laws, rulesfees
andarising out of or involving any Hazardous
regulations.
the effects brought
of any contamination Attornment;
or injury Notice to Landlord’s
to person, property Mortgagee.
or the environment created
Substance onto the Premises by Landlord, and Landlord’s obligations under this or suffered
by (a)Subordination. This lease and any sublease entered into by Tenant shall be subordinate
subparagraph
to any
Tenant,
shall deed
and of
(b)Attornment.
include, thetrust,
but cost mortgage,
notTenant
of shallor
beinvestigation
limited to, other
attorn security
to any of
(including
the effects instrument
party
anysucceeding
consultant’s (a “Mortgage”),
and
contamination to Landlord’s
attorney’s
or injury or
fees
to any
andground
interest
person, thelease,
inproperty
testing), removal,
or
master
Premises,
remediation,
the whether
(c)Notice by purchase,
restoration and/or
to Landlord’s foreclosure,
abatement
Mortgagee. deed
thereof,
Tenant inorlieu
shall of
of any
not foreclosure,
seek to enforcepower
contamination of sale,
anytherein
remedy ittermination
may and of
involved,
lease,
shall for
have
environment primary
or any
otherwise, lease
default
created by(a
upon
on the“Primary
such
Landlord, Lease”),
partparty’s
of and
the request,
Landlord
the costthatandnow
without
of or first
shall hereafter
execute
investigation giving covers
such
written
(including all or anyby
agreements
notice
consultant’s part of the
confirming
certified
and such
mail,
attorney’s
-15-
Premises
attornment
survive
return the as such
expiration
receipt requested,
fees MOB/Triple party
or may
earlierreasonably
termination
specifying request.
the default of this Lease. No termination, cancellation,
in reasonable detail, to any Landlord’s Mortgagee or release
Allen Net/Single Story/Dr. Kenneth Garza, OD
(the
whose mortgagee
agreement
and testing) enteredunder
removal, intoany
by Mortgage or the
Landlordrestoration
remediation, and lessor
Tenant under
shall
and/or any Primary
release
abatementTenant Lease
fromor
thereof, isofobligations
its referred to herein as
under this
any contamination
“Landlord’s
Lease
therein Mortgagee”). If the Premises is so encumbered, and Tenant requests Landlord in writing
to
with respect
involved, andtoshall
Hazardous
survive Substance
the expirationunless specifically
or earlier so agreed
termination by Landlord
of this Lease. Nointermination,
writing at the time
obtain
of a written
cancellation, Subordination,
or release agreement Non-Disturbance
entered into by and Attornment
Landlord Agreement
and Tenant shall(“SNDA”) on such from it
release Landlord
Landlord
such Mortgagee’s
agreement. standard form, then Landlord shall request
obligations under this Lease with respect to Hazardous Substances or storage tanks, unless Landlord Mortgagee to execute and
deliver an SNDA
specifically so on such Landlord Mortgagee’s standard form, but Landlord shall not be required to
incur
agreed anybyexpense
Tenant in orwriting
do anything
at theelse
timeinofsuchsuchregard and Landlord shall have no liability to Tenant if
agreement.
Landlord’s Mortgagee elects not to execute or deliver an SNDA. The foregoing subordination shall be
self-operative and automatically effective; however, upon request of Landlord, Tenant agrees to
execute
such an agreement within ten (10) days after Landlord’s written request, and if Tenant fails to do so
within such 10 day period, Tenant does hereby make, constitute and irrevocably appoint Landlord as
its
attorney-in-fact and in its name, place and stead so to do.
address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity
to 14.Rules and Regulations. Tenant shall comply with the rules and regulations of the
perform
Building15.Landlord’s
that are attachedobligations hereunder.
to this Lease as Exhibit C. Landlord may, from time to time, change such
rules Condemnation.
and regulations for the safety, care, or cleanliness of the Building and related facilities, provided that
(a)Taking - Landlord’s and Tenant’s Rights. If any part of the Building is taken by right
such
of eminent domain
(b)Taking or conveyed
- Landlord’s Rights.in lieu
If anythereof
material (a “Taking”),
portion, and such Taking
all, ofprevents Tenant from
changes are applicable to all tenants of the Building. Upon but less
Landlord’sthandelivery the Building
of written notice to
conducting
becomes
(c)Award.its
subject business
to a
If anyany in
Taking the
Taking, Premises
or if
occurs, Landlordin
thenrulesa manner
is required
Landlord reasonably
to pay
shall receive comparable
any of the
the entire to
proceeds
award that conducted
received
otherbefor
or shall a
Tenant setting forth change in such or regulations, Exhibit C to this Lease deemed
immediately
Taking
compensation for the Land, the Building, and other improvements taken,ofand Tenant may separately
amended 16.to reflect such change(s) without any further action on behalf either party. Tenant shall
before
to such Taking, then Landlord
this may, atatitsthe
expense, relocate Tenant toproperty
office
byspace reasonably
be Landlord’s
pursue a claim Mortgagee,
against
Fire or the
Other
then
condemner
Casualty.
Lease,for the option
value of Landlord,
of Tenant’s exercised
personal written
which notice
Tenantto is
comparable
Tenant
entitled to the Premises, provided that Landlord notifies Tenant of its intention to do so within
responsible
(a)Repair for Estimate.
the complianceIf the with suchorrules
Premises and regulations
the terminate
Building are by its employees,
damaged bybe agents,
fireapportioned
or other and invitees.
casualty
thirty
within
to thirty
remove (30) this
under daysLease,
after such
moving Taking,
costs,shall
loss of business, and Rent
and shall
other claims it may have; as provided
of the date
(a “Casualty”),
(30) (b)Landlord’s Landlord
after the and shall,
Tenant’s within
Such Rights. sixty (60)
If a may days
material after
portion such Casualty,
of the Premises deliver to Tenant
or theTerm
Building a good
that, days
of Taking. relocation be for a portion of the remaining or the entire
faith
is damaged
Term. Landlordby Casualty such
shall complete that
any Tenant
sosuch is prevented from conducting its business in the Premises
thenin
such
no Taking.
such claims If Landlord
made by does
Tenant not have therelocation
terminate
effect-16-
this within
Lease and
of reducing one
thehundred
does
claim eighty
elect to(180)
nototherwise daysTenant,
relocate
available after
to Landlord.
written
a
Landlord
this estimate in writing (the “Damage
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
Notice”) of the time needed to repair the damage caused by
such
manner
has Casualty.
reasonably
notified Tenant comparable
of its intention to that
to conducted
relocate immediately
Tenant. If Landlord before
does
Lease will continue, but if any portion of the Premises has been taken, Basic Rental shall abate assuch
not Casualty
elect to and
relocate Landlord
Tenant
estimates
following in
provided that
such the
lastdamage
theTaking, then caused
sentence Tenant thereby
may 15(a).
of Section cannot this
terminate be repaired
Lease aswithin
of theone
datehundred
of such eighty
Taking(180) days
by giving
after
written notice to Landlord within sixty (60) days after the Taking, and Rent shall be apportioned as of
the commencement of repair, then Landlord may, at its expense, relocate Tenant to office space
date of such Taking. If Landlord does not relocate Tenant and Tenant does not terminate this Lease,
then
Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable
by the
Taking.
reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do
so in (c)Landlord’s Rights. If a Casualty damages a material portion of the Premises or the
the Damage
Building, andNotice.
(d)Repair Landlord Such
Obligation. relocation
makes may
a goodparty
If neither faithbe for atoportion
determination
elects terminate of the
that (i)remaining
this restoring Term
the
Lease following ora the
Premises entire
or theTerm.
Casualty
Landlord
Building
pursuant shall complete
to a right any
to terminate such relocation
granted within one hundred eighty (180) days after Landlord has
17.Taxes. Tenant shall be liable for above,
all taxes then Landlord
levied shall, within
or assessed against a reasonable time after
personal property,
delivered
would be the Damage
uneconomical, Notice
(ii) to
the Tenant.
insurance If Landlord
proceeds does
payablenot provide
to
such18. or fixtures placed by Tenant in the Premises. If any taxes for which Tenant is liable areLandlordnotice
will of
notitsbeelection to
sufficient relocate
to
furniture,
Tenant following
restore
Casualty, commence suchto Casualty,
repair the then Tenant
Building andmay theterminate
Premisesthis andLease by delivering
shall proceed written notice to
with reasonable
levied
Default”: Events oftoDefault. Each of the following occurrences
Landlord
the Premises
diligence of itsandelection
the terminate
Building, or within
(iii) the thirty
repairs (30) days
cannot be after theshall
completed Damageconstitute
within Notice
one an “Event
has
hundred been of
eighty
or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or if the
(a)Tenant’s
delivered
(180) to
to restorevalue failure
the Building to pay
and PremisesRent, or any other sums due from Tenant to Landlord under this
assessed of Landlord’s propertytoissubstantially
increased bythe same condition
inclusion as they property,
of such personal existed immediately
furniture or
Lease
Tenant.
days
before when
after
such thedue.
If Landlord
(b)Tenant’s does
failure
casualty,
Casualty; not
to
or
however, relocate
ifperform,
Landlord
Landlord Tenant
comply
istaxes
required
shall and
withnotorTenant
tobepay does
otherwise
any
required not
perform
insuranceterminate
to repair any
proceedsthis arising
other
or replace Lease,
agreement
any thenof
out of (subject
or the
fixtures and Landlord elects to pay the based on such increase, then Tenant shallpart
pay to the
to
obligation
Casualty
furniture, toof Tenant
Landlord’s
equipment, under this
Mortgagee,
fixtures, Lease or
alterations (or
if any
Landlord
and other
-17- does
other lease
not executed
receive
improvements anby Tenant
amount
which may for
of space
insurance
have beenin the
proceeds
placed by,
Landlord,
Landlord’s
Building);
that
or at
Allen rights
MOB/Triple under Section
Net/Single Story/Dr. 16(c) below)
Kenneth Landlord
Garza, OD shall repair the Building or the Premises, as the
upon demand, that part of such taxes for which Tenant is primarily liable hereunder. Tenant shall pay
case
after may
receiptbe, as
of provided
written below,
notice from and Rentin
Landlord forof the
such portion
failure ofand
the Premises,
Premises torendered untenantable byto
is sufficient
the
when due allto
request of,pay for
Tenant
taxes, all
or
fees costs
other
or reasonably
occupants
assessments related
relatedthe to
Building
to Tenant’sor useinability
the restoration,
the and then correct
Landlord
and
operation such
may
Landlord’s
of its failure
terminatewithin
obligation
business in thethis
the
fifteen
Lease (15)
by days
giving of receipt
written noticeof said
of notice
its electionfrom to Landlord.
terminate within thirty
repair or restore the Building or Premises shall be limited to the extent of the insurance proceeds (30) days after the Damage
Premises.
damage
actually shall be abated on a reasonable basis from the date of damage until the completion of the
Notice
repair,
has been by
received delivered
Landlord tofor
Tenant, and Basic
the Casualty Rental hereunder shall be abated as of the date of the
in question.
unless
Casualty.Tenant or its employee, agent or invitee caused such damage, in which case, Tenant shall
continue
to pay Rent without abatement.
(c)The filing of a petition by or against Tenant (the term “Tenant” shall include, for the
purpose of this shall
(d)Tenant Section 18(c),
desert or any
vacateguarantor of the Tenant’s
the Premises for fourteen obligations
(14) or morehereunder) (i) in any
days during any
bankruptcy
twelve (12) admission
(e)The month period during that
by Tenant the Term.
it cannot meet its obligations as they become due or the
or other by
making insolvencyofproceeding, (ii) seeking any relief of under any state or federal debtor relief law, (iii)
(f)The Tenant
rejection byan Tenant,
assignment for the benefit
its bankruptcy trustee, itsorcreditors.
any entity authorized by court order to
for
act on behalf offails
(g)Tenant Tenant, of this Lease under 11required
U.S.C. Sec. 365(a) or any other
this provision or ofifortitle 11 of
the appointment of to maintain
a liquidator the insurance
or receiver under
for all or substantially Section 10Tenant’s
all of of Lease,
property for
the
Landlord (h)has to pay such insurance on Tenant’s behalf.
Tenant’s
United States Code, or the deemed rejection of this Lease by operation of law; under 11 U.S.C. Sec.
interest in this The leasehold
Lease, estate
or (iv) for of Tenant is taken
the reorganization by process or
or modification of operation of
Tenant’s capital structure and
365(d)(4). Any such rejection of this Lease automatically shall be deemed to be a termination of this
Tenant’s failurelaw.
to obtain a discharge of such petitionwithin
withinthe sixty (60) daysset of such filing.
Lease without notice of any kind to Tenant, effective on the later of: (i) the date TenantSection
(i)Tenant fails to deliver an estoppel certificate time period forth in vacates the
26(e)
Premisesof this Lease.Upon
19.Remedies.
following such any Event(ii)
rejection, of Default,
the dateLandlord may, inCourt
the Bankruptcy addition
withtojurisdiction
all other rights
over and Tenant's
remedies
bankruptcy afforded
(a)Terminate Landlord
this Lease
case enters hereunder
an order on its or
by giving by law
Tenant
docket or equity,
written
authorizing noticetake any
to of
thereof,
Tenant the
in
reject following
which
this event,
Lease, actions:
Tenant
or (iii) the date
shall
this pay to Landlord
(b)Terminate the sum
Tenant’s of (i)toall
right Rent accrued
possession of thehereunder
Premisesthrough
without the date of termination,
terminating this Lease by (ii) all
amounts
Lease is
giving due under
deemed
written notice Section
rejected
thereof 20(a),
under 11and
to Tenant, (iii)
U.S.C. an -18-
Sec.
in which amount
event equal
365(d)(4), or to
Tenant any(A) the
paytotal
successor
shall Rent that
statute,
to Landlord (i)Tenant
and would
allthereupon
Rent and
have
Landlord
other shall have
Allen MOB/Triple the remedies
Net/Single available
Story/Dr. Kenneth pursuant
Garza, OD to Section 19(a) below.
been required
amounts to pay
accrued for the remainder
hereunder to the dateof ofthe Term discounted
termination to present
of possession, value
(ii) all at a per
amounts dueannumfrom time rateto
equal
time
to the Section
under “Prime Rate”
20(a),as andpublished on the
(iii) all Rent anddate
other this Lease
sums is terminated
required hereunder by The
to beWall Street
paid Journalduring
by Tenant in its
listing of “Money Rates,” minus (B) the then present fair rental value of the Premises for such period,
the
similarly discounted;
remainder of the Term, or diminished by any net sums thereafter received by Landlord through reletting
the
Premises during such period. Landlord shall use reasonable efforts to relet the Premises on such
terms
and conditions as Landlord in its sole discretion may determine (including a term different from the
Term,
rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall
not be
obligated to relet the Premises before leasing other portions of the Building, to relet the Premises for
less
than market rent, or to relet to a tenant (or for a use) which is not in keeping with the first-class
character
of the Building. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished
because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting. Tenant
shall (c)Without declaring this Lease terminated, Landlord may enter upon and take possession of
not
the be entitledby
Premises,
(d)Interrupt topicking
the
or excess
cause orthe ofinterruption
any consideration
changing locks of obtained
if necessary,
any utility andby
service reletting
lock overPremises,
out, expel
serving the orthe Rent deactivate
remove due hereunder.
Tenant and any
Reentry
other
Tenant’s by
person Landlord
who may
parking access in the
be Premises
occupying
cards, shall
all or not
any affect
part Tenant’s
of the obligations
Premises without hereunder
being for
liable the
for unexpired
any claim
20.Payment by Tenant; Nosuspend
Waiver. elevator
Upon anyservice Event of to Default,
the Premises,Tenant remove,
shall pay alter,
to or change
Term;
or rather,
any 21.Surrender Landlord may, from time to time, bring action against Tenant to collect amounts due by
Landlord all costs incurred
ofnecessity by Landlord
Premises. (including court costs and reasonable attorneys’ a fees and
Tenant,
damages
door, without
arising
window, the
from
attic such
hatchway ofNo
actions,
cover
act by
Landlord’s
and
to the
Landlord
waiting
correct
Premises, or
shall
until
repair
or
be
anythe
any
deemed
expiration an of
condition
lock, latch,
acceptance
the Term.
which
hinge, shall
hinge
of
Unless
constitute
pin, Landlord
a
doorknob, failure
or
expenses) of
surrender in the
(a) obtaining
Premises, possession
and noexpressly of the Premises,
agreement to accept (b) removing of and storing Tenant’s or any other
delivers
on
other written
mechanism notice to Tenant
connected to any door, window,
-19-
stating that
or ita has
attic
surrender
hatchway tothe
electedcover Premises
terminate
to the
shall
this
Premises,
be
Lease, valid
andall
occupant’s
unless the property,
Allen MOB/Triple
(c) repairing, restoring, altering, remodeling, or otherwise putting the Premises
actions
Tenant’s
intentionally toNet/Single
partpreventkeep,Tenant Story/Dr.
observe, from
Kenneth satisfy
perform,
entering
Garza, OD or abide without
the Premises by any term, condition, covenant, agreement
into
same
taken is
by made
Landlordin writing
to and
exclude signed
or by
dispossess Landlord.
Tenant Atof thetheend of theresort
Premises Term
shall
to
or
be
judicial
the process.
earlier
deemed to
Landlord
expiration
be taken or is
under
or
under
condition no obligation
acceptable totorestore
a new any door,
tenant, (d)window,
if Tenant or attic
is hatchway
dispossessed cover,
of the or any
Premises lock,
and latch,
this hinge,
Lease is
termination
this of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located
obligation
hinge
not of this Lease and Tenant shall fully reimburse and compensate Landlord on demand for the
thereon
Section in good
19(b). If repair and condition, reasonable wear and tear (and loss by reason of condemnation
costs
pin, incurred
doorknob,
terminated,
and orLandlord
by
relettingLandlord
other elects
in doing
allmechanism.
or any
to proceed
part so.
Additionally,
of
underwithout
the Premises
this Sectionnotice,
(including
19(b), it may
Landlord
brokerage
at any
may altertime
commissions, locks elect
or of
cost
to
other
tenant
terminate
security devices at the Premises tocaused
deprive Tenant ofasaccess thereto, and Landlord shall not be
finish
fire or work,
other and other
casualty costs
damage incidental
not to such
by reletting),
Tenant, to(e) performing
which Sections Tenant’s
15 and obligations
16 shall which
control)
this Lease
required under Section 19(a).
toand
Tenant
excepted, failed toshall
perform,
deliver andto (f) enforcing,
Landlord all keysor advising Landlord of,
to the Premises. its rights,
Provided thatremedies,
Tenant has and recourses
performed
provideout
arising
all a new
of thekeyEvent
or right of access
of Default. to Tenant.acceptance of Rent (including without limitation any of
Landlord’s
theitsforegoing)
of obligations following
hereunder,an Event
Tenant of may
Default removeshall all
notunattached
waive Landlord’s rights regarding
trade fixtures, furniture,suchandEvent
personalof
Default.
propertyNo waiver
placed by Landlord
in the Premisesofbyany violation
Tenant (but or breach
Tenant of any
shall not of the terms
remove contained
any such hereinwas
item which shall
waive
paid Landlord’s rights regarding any future violation of such term or violation of any other term.
for, in whole or in part, by Landlord). Additionally, Tenant shall remove such alterations, additions,
improvements, trade fixtures, equipment, wiring, and furniture as Landlord may request. Tenant shall
repair all damage caused by such removal. All items not so removed shall be deemed to have been
abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by
Landlord without Over.
22.Holding noticeIfto Tenant
Tenant andtowithout
fails vacate anythe obligation
Premises at tothe
account
end offor thesuch items.
Term, thenTheTenant
provisions
shall 23.Certain
be a tenantRightsat willReserved
and, in addition to all other
by Landlord. damages
Provided that the and remedies
exercise to which
of such rightsLandlord
does may be
of
notthis
entitled Section
unreasonably 21holding
fordecorate
such shall survive
interfereover, the
withTenantendshall
Tenant’s of occupancy
the
pay,Term.
in addition to the additions,
ofalterations,
the Premises, other Rentchanges,
Landlord that
shallbecomes
have due, a
(a)to and to make inspections, repairs, or the following
daily
rights:
improvements, whether structural or otherwise, in and deems
about the Building,
(b)to take such reasonable measures as Landlord advisable forortheany part thereof;
security of the for
Basic
such Rental equal to the greater of two hundred percent (200%) of the daily Basic Rental payable
Building and
(c) its occupants, including without limitation searching all persons entering or leaving the
during
purposes,evacuating
to enter upon the Premises and, during the continuance ofdrill
anypurposes;
such work, to temporarily
Building; the Building for cause, suspected cause, or for temporarily
the
closelast month to of change
the Term. theAll
name
of the byother
whichterms
the Building is designated;
and provisions and shall apply during the
of this Lease
denying
doors,(d)to
holdover enter
period, the Premises
except that at all
Tenant reasonable
shall have hours
no to
rights show
upon the
any Premises
default totemporarily
by prospective
Landlord. The Rent
access entryways,
to the Building;publicandspace, andthe
closing corridors
Building inafter
the Building; to interrupt
normal business hoursor and on Saturdays,suspend
purchasers,
payable lenders,
24.Landlord’s or tenants.
Lien. In addition to the statutory landlord’s lien,
Building services and facilities; and to change the arrangement and location of entrances or Tenant grants to Landlord,
Sundays,
during
to securetheperformance
passageways, holdover period shall be obligations
of Tenant’s payable to-20- Landlord onademand.
hereunder, security No holding
interest over
inclosed
all by Tenant,
of Tenant’s
and holidays, subject, however, to Tenant’s right to enter when the Building is after normal
whether
equipment,
doors,
business hours under such reasonable regulations as Landlord may prescribe from time Building;
Allen and doorways,
MOB/Triple corridors,
Net/Single elevators,
Story/Dr. Kenneth stairs,
Garza, restrooms,
OD or other public parts of the to time which
with or without
fixtures, furniture,theimprovements,
consent of Landlord, shallaccounts,
inventory, operate togeneral
extendintangibles,
the Term. Tenant shall indemnify
instruments, chattel
may
Landlord against all claims made by any tenant or prospective tenant against Landlord resulting from
paper,
include by way of example, but not of limitation, that persons entering or leaving the Building,
delay by Landlord
electronic in delivering possession of the Premises to such other tenant or prospective tenant.
whether orchattel paper, investment property, health care insurance receivables, and Goods (as
defined in
not during normal business hours, identify themselves to a security officer by registration or otherwise
Article
and that 9 of thepersons
such Uniformestablish
Commercial theirCode
rightof
tothe state
enter in which
or leave thethe Building is located) now or
Building;
hereafter
acquired by Tenant, and all proceeds therefrom (the “Collateral”). The Collateral shall not be removed
from the Premises without the consent of Landlord until all obligations of Tenant have been fully
performed. Upon the occurrence of an Event of Default, Landlord may, in addition to all other
remedies,
without notice or demand except as provided below, exercise the rights afforded a secured party
under the
Uniform Commercial Code of the State in which the Building is located (the “UCC”). In connection
with any public or private sale under the UCC, Landlord shall give Tenant ten (10) days prior written
notice of the time and place of any public sale of the Collateral or of the time after which any private
sale
or other intended disposition thereof is to be made, which is agreed to be a reasonable notice of such
sale 25.Substitution Space. Landlord may, at Landlord’s expense, relocate Tenant within the
or other26.
Building disposition.
to space, which Tenant upon request
is comparable of Landlord
in size will execute
to the Premises and an appropriatesuited
is reasonably personal financing
for Tenant’s
statement
use. Miscellaneous.
If Landlord relocates Tenant, Landlord shall reimburse Tenant for Tenant’s reasonable out-of-pocket
(a)Landlord Transfer. Landlord may transfer, in whole or in part, the Building and any of
expenses for moving Tenant’s furniture, equipment and supplies from the Premises to the relocation
its rights under thisLiability.
(b)Landlord’s Lease. IfThe Landlord
liability assigns its rights
of Landlord under for
to Tenant thisany
Lease,
defaultthenbyLandlord
Landlord shall thereby
space
be
under the
(c)Forceterms of this
Majeure. Lease
Other shall be
than for of limited
Tenant’s to Tenant’s
monetary actual direct,
obligations but
under not consequential,
this Lease and
and for
irrevocablereprinting
during Tenant’s
the Term. stationery
Landlordhereunder.
may thealso
same filequality
a copyand quantity
of this Leaseas asTenant’s
a financingstationery
statement supplyto
released
damages
obligations from anycan
which further obligations
be cured byTenant
the payment of money (e.g., maintaining insurance), whenever a
on
perfect(d)Brokerage.
its security Landlord
interest and
in the Collateral. each warrant to the other that it has not dealt with or
therefore
period
engaged andbroker
any
hand(e)Estoppel
immediately shallbefore
beorrecoverable
agent from
in connection
Landlord’s noticetheto interest
with the
Tenant ofofLandlord
negotiation
the in
or the Building
execution ofand
this the Land,
Lease. and
Tenant
Certificates. From time to time, Tenant shallexercise
furnish of
to this
any relocation
party right.
designated Upon
Landlord
of time is shall
hereinnotprescribed
be personally liable to forbeany deficiency. This section shall not party
be deemed to be
limit or
and
such
by Landlord, within ten (10) for daysaction
after Landlord taken
-21-hasbymade
either aparty
requesthereto, such
therefore, shall not
a certificate signed liable
by
deny
or
Landlordany
relocation, remedies
shall each that Tenant
indemnify
the relocation may
the
space shall have
other in
against
befactual
deemed the event
all costs,of default
expenses,
to be the Premises by Landlord
attorneys’
and the terms hereunder
fees, and which
other do not
liability
Tenant
Allen confirming
MOB/Triple and containing
Net/Single Story/Dr. such
Kenneth Garza, certifications
OD and representations asoftothis
thisLease
Leaseshallas
involve
responsible
for
remain thefull
in personal
for, andand
force liability
thereshall of
shall Landlord.
be excluded
apply Notwithstanding
fromunderstood
thespace, anything
computation to
for the
any contrary
such inshall
period this
of Lease,
time, anyin no
Landlord may reasonably request. Ittoisthe relocation
expressly however
and agreedthe montly
that anyrent
such be adjusted
certificate may
event
delays shall
commissions
according to the Landlord
or other
market be liable to
compensation Tenant
rate of the new or
claimed any Tenant
by any
location Related
broker
as well Party
or agent
as the for any consequential,
claiming space
total rentable the same by, through,or
occupied. special
be
punitive
due
or toupon damages
strikes, asactsa result of any breach of or labor
defaultor under this Leasegovernmental
by Landlord. TENANT HEREBY
relied by riots,
any prospective of God, shortages
purchaser or encumbrancer materials,
of all war,
or any portion of the laws,
Land regulations,
or by any
WAIVES
or
under theITS STATUTORYparty.
indemnifying LIEN UNDER SECTION 91.004 OF THE TEXAS PROPERTY CODE.
other person to whom it is delivered. Tenant’s failure to deliver such certificate within such time shall
restrictions,
be or any other causes of any kind whatsoever which are beyond the control of such party.
conclusive upon Tenant that this Lease is in full force and effect, without modification except as may
be
represented by Landlord, that there are no uncured defaults in Landlord’s performance and that not
more(f)Notices. All notices and other communications given pursuant to this Lease shall be in
than
writing one and(1)shall
months’
(g)Separability. be (i)IfBasic
mailed
any Rental has
by first
clause or been United
class,
provision paid in States
of thisadvance.
Lease isIfillegal,
Mail, Tenant
postage fails toorexecute
prepaid,
invalid, andwith
certified,
unenforceable deliver to
return
Landlord
receipt any
under(h)Amendments; certificate
requested,
present or futureandand that
laws, has
addressed been
to
then the thedelivered
parties
remainder to Tenant
hereto
of this at for
the
Lease Tenant’s
addresses
shall execution
specified
not be affected within
in the ten
Basic(10)
thereby and in days
Lease
Binding Effect. This Lease may not be amended except by
after
lieu of Tenant’s
Information, (ii)receipt of the same,
hand signed
delivered to then
the in addition
intended to Landlord’s
address, or (iii) sentrights
by upon antelegram,
prepaid Event of Default,
cable, to
instrument
(i)Quiet in writing
Enjoyment. by
Provided Landlord
Tenant andand Tenant.
has authorized No
performed as provision
all agent
of the andof this
terms Lease shall
and conditions be of
deemed
this
Landlord
confirmed
such clauseis hereby
or irrevocably
provision, there appointed
shall be added as a part of this Lease a attorney-in-fact
clause or of Tenant,
provision as similarforin
have (j)Joint
Lease to be performed
and Several by Tenant,IfTenant
Liability. there shall
is more peaceably
than one and
Tenant,quietlythenhold
the and enjoy the Premises
obligations
coupled
facsimile
terms to transmission,
such illegal, or telex
invalid, or followed
unenforceableby a confirmatory
clause or letter.
provision Notice
as may sent
be by certified
possible and mail,
be legal,
been waived
the
hereunder by Landlord
imposed upon unless
Tenant such
shallwaiver
be injoint is in writing signed by isLandlord, and ofnoTenant’s
custom or
with
postage
valid, (k)Captions.
an interest, The
to captions
execute contained
all certificates thisand
required several.
Lease
by are If there
this for convenience
Section a guarantor
in the of reference
event Tenant only,to
fails
practice
Term, without
obligations hindrance from Landlord or any party claiming by, through, or under Landlord, subject
and
executedo
prepaid,
and not
said
(l)No limit
Merger.
shall
enforceable. be or enlarge
There
effective the
shall
three terms
be no and
merger
business conditions
days of the
after of this
leasehold
being Lease.
estate
deposited hereby
in the created
United with
States the
Mail;feeall
which
to
hereunder,may evolve
then between
the obligations the parties
hereunder in the administration
imposed upon of theshall
Tenant termsbe hereof
the shall
joint and waive
several or
certificates
estate
other in the within
Premisessuchor ten (10)
any partday period.
thereof if the-22-same person acquires or holds, directly or indirectly,
diminish
the terms and conditions of this Lease, and all restrictions, easements and other matters affecting
obligations
this
notices
Allen
the shall
MOB/Triple
right ofand beNet/Single
effective
Landlord uponupondelivery
Story/Dr.
to insist Kenneth
the toGarza,
the address
performance OD byof the addressee.
Tenant in strict The partieswith
accordance hereto
the may
terms
title
of to
Tenant such guarantor, and and
Landlord need not infirst
Lease
change
hereof. or any interest in this Lease the fee estate theproceed
leasehold against Tenant
Premises before
or any proceeding
interest in such
the Premises.
against such guarantor nor shall any such guarantor be released from its guaranty for any reason
fee
their
The addresses by giving notice thereof to the other in conformity with
terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the this provision.
whatsoever.
estate.
parties hereto, and upon their respective successors in interest and legal representatives, except as
otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and,
other
than Landlord’s Mortgagee, no third party shall be deemed a third party beneficiary hereof.
(m)No Offer. The submission of this Lease to Tenant shall not be construed as an offer, nor
shall (n)
Tenant have any rights under this Lease unless Landlord executes a copy of this Lease and
delivers
reference. Exhibits. All exhibits and attachments attached hereto are incorporated herein by this
it to Tenant.
Exhibit A -
Exhibit B - Legal Description
(o)Entire Agreement.Exhibit C - Outline
This Lease of Premises
(together with all Exhibits) constitutes the entire
agreement between Exhibit
Landlord and DTenant
- Building Rules and
regarding the Regulations
subjectbymatter hereof and
(p)Waiver of Jury Trial. To the maximum extent permitted law, Landlord andsupersedes
Tenant all oral
statements and prior Exhibit
writings E - Tenant
relating Finish-Work
thereto. Except forAllowance
those set forth in this Lease, no
each waiveReports.
Financial right to trial by (q)
jury in any litigation arising out of or with respect to this Lease.
representations, Exhibit F - Delivery Date Premises Disclosure
(r)Landlord’s Fees. Whenever Tenant requests Landlord to take any action or give any
warranties, or agreements have beenGuaranty made by Landlord or Tenant to the other with respect to this
consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s
Lease(s)Telecommunications. Tenant acknowledges and agrees that all telephone and
reasonable
telecommunications services desired by Tenant,-23-including but not limited to local exchange
or the obligations of Landlord or Tenant in connection therewith.
costs incurred
telecommunicationsin reviewing
and the proposed
alternative action
access or
services,
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
consent,
shall beincluding
ordered,without limitation
installed, used and reasonable
maintained
attorneys’,
at engineers’ or architects’ fees, within ten (10) days after Landlord’s delivery to Tenant of a
statement
Tenant’s soleof such costs.Unless
expense. Tenant will be obligated
Landlord otherwiseto make such
requests reimbursement
or consents without
in writing, all of regard to
Tenant’s
whether
telecommunications equipment, including but not limited to voice, video, data and equipment to
Landlord consents to any such proposed action.
provide
any other telecommunications services provided over wire, fiber optic, microwave, wireless and other
transmission systems, shall be located solely in the Premises, and not in the common area telephone
closets or wire rooms on the floor where the Premises are located. All such equipment shall be
installed
in accordance with rules and regulations adopted by Landlord from time to time by
telecommunications
services providers approved by Landlord and having access to the Building under Landlord’s standard
form of telecommunications access agreement. Landlord shall have no responsibility for the
maintenance
of Tenant’s telecommunications equipment, including wiring, nor for any wiring or other infrastructure
to (t)Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to
which
remain tenant’s telecommunications
confidential
(u)Authority. for persons
The Landlord’s equipment
benefit,
executing this may not
and Lease
may be
on connected.
be disclosed
behalf Landlord
by Tenant
of Tenant have shall
to have
the anyone,no obligation
full rightby
andany
or
manner
authority to execute this Lease on behalf ofTenant
Tenantor and toofbind Tenant without the consent or
(v)Early Occupancy. If for any reason, any its employees, agents, contractors,
liability
or means, with respect
directly orto any interruption,
indirectly, without curtailment
Landlord’s or discontinuance
prior written consent. ofThe
telecommunications
consent by Landlord
approval
guests or of
invitees
(w)Governing enter
Law. the
ThisPremises prior
Lease shall in to
all the Commencement
respects be governed Date, Tenant
by and acknowledges
construed in andto
services,
any disclosures
other person shall
or not
entitybe deemed
other than to be
Tenant. a waiver
Tenant on the
has part
full of Landlord
power, capacity,of any prohibition
authority and against
legal
agrees
accordance with the laws of the state in which theexpense
Premises
and
any 27.Compliance
rightittoshall be
execute theand
with
sole Anti-Kickback
obligation Laws.
of Tenant TENANT
at its toare
AND LANDLORD located.
obtain If any services.
RECOGNIZE
substitute term of this Lease is
that such
held
THAT entrance
FEDERAL AND into the LAWS
STATE Premises shall be
PROHIBIT subject
THEM FROMto each and every
OFFERING, term and provision of this
PAYING,
future
deliver 28.
disclosure.
this Lease and to perform all ofcourt
its obligations hereunder. This then Lease is a legal, valid and
Lease,
to be invalid
SOLICITING, or unenforceable
OR by any
RECEIVING REMUNERATION of
INcompetent
ANY FORMjurisdiction,
IN RETURN FOR the remainder of this Lease
binding
other than Signage.
those requiring Tenant to pay Basic Rental as a result of such occupancy priornot
to the
shall remainPATIENTS,
REFERRING in full force and effect to theHEALTH
RECOMMENDING fullest extent possible
CARE ITEMS ORunder the
SERVICES, law,
OR and shall be
(a)Tenant
obligation
Commencement
affected Signage.
of Tenant,
Date.Subject to obtaining
enforceable the approval
in accordance of terms.
with its the City of Plano, Texas and any other
OTHERWISE GENERATING HEALTH CARE BUSINESS FOR, BETWEEN, OR AMONG
applicable
or impaired. governmental requirements, the cost -24-of which shall be borne by Tenant, Tenant shall have
EACH OTHER, RELATED PARTIES, OR OTHER TENANTS. TENANT AND LANDLORD
the MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
Allen
EACH REPRESENTS AND WARRANTS THAT IT HAS ENTERED INTO THIS LEASE AND
right to place an exterior sign on the northern façade of the Building immediately adjacent to the
AGREED UPON ITS TERMS WITHOUT REGARD TO THE VOLUME OR VALUE OF ANY
Premises; provided that Landlord shall have the right to approve the location, size, color, design and
SUCH REFERRALS, RECOMMENDATIONS, OR BUSINESS THAT MAY OCCUR, THAT
method of mounting such sign, which approval shall not be unreasonably withheld or delayed.
THE AGGREGATE RENTAL CHARGE UNDER THIS LEASE IS CONSISTENT WITH FAIR
Landlord
MARKET VALUE, AND THAT THIS LEASE IS THE RESULT OF AN ARMS-LENGTH
agrees to assist Tenant in obtaining all required approvals for such sign, but shall not be required to
TRANSACTION BETWEEN THE PARTIES.
incur
any costs or expenses to do so. Tenant shall maintain such sign at its sole cost and expense.
(b)Unauthorized Signs. No signs of any type or description shall be erected, placed or
painted by Tenant in or about the Premises or elsewhere on the Property without the prior written consent
of Landlord. Landlord reserves the right to remove, at Tenant’s expense, all signs other than signs
approved in writing by Landlord under this Section, without notice to Tenant, and Landlord shall not be
liable to Tenant for damages sustained by Tenant as a result thereof.

29. Both Tenant and Landlord agree that this agreement represents no affiliation or partnership in any way, shape or
form and each act as sole agents within this agreement.

30. Provided that Tenant is in possession of the Premises and operating its business therein without default, and Tenant has not
defaulted under any of the terms and conditions contained in this Lease beyond any applicable notice and cure period, more than twice
during the Term of this Lease, Landlord agrees that it will not enter into a lease or consent to the use and occupancy of any other space
within the Retail Center by a tenant, subtenant, assignee, licensee or concessionaire (collectively “Occupant”) whose principal
business is an Optometrist, Ophthalmologist, Optician and sunglass / eyeglass shop (“Exclusive Use”). Notwithstanding any provision
to the contrary contained herein, the Exclusive Use shall not be applicable to any existing Retail Center tenant whose lease, as of the
date of this Lease, does not prohibit the subject premises to be used in violation of the Exclusive Use, or any of their respective
successors, assigns or replacements (provided that Landlord does not have the legal right to enforce the foregoing prohibition). In the
event Tenant ceases to operate its business in the Premises, or defaults under the terms and conditions contained in this Lease, beyond
any applicable notice and cure period, more than twice during the Term of the Lease, the Exclusive Use shall terminate as of the date
Tenant ceases to operate its business in the Premises or the date of the third default, whichever shall be the case, and thereafter the
Exclusive Use shall be null, void and of no further effect.

Landlord and Tenant acknowledge that the Exclusive Use has been included herein at the sole request of Tenant, and in the event the
Exclusive Use shall be construed to be or shall be declared to be invalid or unenforceable by the decision of any court or any
governmental agency having jurisdiction over such matters or by the enactment of any law, ordinance, or regulation, or in the event the
Exclusive Use shall be construed to be or shall be declared to be in violation of any law, rule or regulation, including but not limited to
any anti-trust laws, rules or regulations, Tenant agrees to indemnify, defend, protect and hold Landlord harmless from and against any
and all claims, demands, damages, costs or liabilities, including reasonable attorneys’ fees and court costs, arising from Landlord’s
grant of the Exclusive Use herein.

31. The parties hereto agree that Landlord shall extend to Tenant the right of first refusal (“First Refusal”), the offer to lease to
Tenant any additional available Retail Center space adjacent and contiguous to Tenant’s present leased Premises (“Additional Space”),
provided, however, that (i) Additional Space shall be leased in its entirely and shall not be subject to reduction or limitation in
size, shape or configuration, unless agreed upon by both parties (ii) First Refusal shall remain in full force and effect for no
more than twenty (20) days from receipt of Landlord’s written notification to Tenant of the availability of Additional Space
(“First Refusal Period”), and that upon expiration of the First Refusal Period and Tenant having failed to notify Landlord in
writing of its intention to exercise its right of First Refusal, Landlord shall have no further obligation to lease the Additional
Space to Tenant, and shall be free to market the Additional Space at Landlord’s sole discretion, (iii) Additional Space shall
be leased in an “AS IS – WHERE IS” condition, and (iv) the rental amount for the Additional Space shall be at the
prevailing rate (“Prevailing Rate”), which shall be defined as that amount of rent paid to Landlord by the latest tenant
previously in possession of the Additional Space. In the event that Tenant exercises its right of First Refusal as set forth
herein, all other terms of this Lease shall apply to Tenant’s lease of the Additional Space.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


-25-
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first
written.above
LANDLORD:
HEDGCOXE MOB PARTNERS, L.P.,
a Texas limited partnership
By:
Its:
Hedgcoxe MOB GP, LLC,
a Texas limited liability company
By:
TENANT:General
Name: Partner
Title:
_______________________________________
Kenneth
-26-Garza, OD
Allen MOB/Triple Net/Single Story/Dr. Kenneth Garza, OD
EXHIBIT A
LEGAL DESCRIPTION
Lot 3R, Block A, Hedgcoxe-Custer Addition, an addition to the City of Plano, Collin County, Texas,
according
EXHIBIT A to the plat thereof recorded under cc#20090116010000080, Official Public Records,
CollinDescription
Legal
Page 1 Texas.
County,
EXHIBIT B
OUTLINE OF PREMISES
SEE ATTACHED
EXHIBIT B
Outline of Premises
EXHIBIT B
Outline of Premises
EXHIBIT C
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply to the Premises, the Building, the parking areas
associated therewith,
1.Sidewalks, the Land
doorways, and the appurtenances
vestibules, halls, stairways, thereto,
and other except
similar to the extent
areas shallLandlord
not be may
agree2.Plumbing,
to
obstructed by tenants or used by any tenant for purposes other than ingress
fixtures and appliances shall be used only for the purposes for which designed, and egress to and from
the
theircontrary
and no (eitherrubbish,
sweepings, as to therags
entireor Building
other or any specific
unsuitable material premises
shall be within
thrown the
or Building): therein.
deposited
3.No signs, advertisements notices shall be painted or affixed on or to any windows or
respective
Damage
doors leased
resulting
or other partpremises
toofany
thesuch and
Building foror
fixtures going fromportions
one tofrom
or appliances
exterior another
misuse
ofshall
the partbyofathe
Premises, Building.
tenant
which or its
are agents,
visible fromemployees
the
4.Tenant may install signage for Tenant’s suite and maintain any signage in good
or
exterior
working order. Any changes made withlocks
respect to Tenant’s
5.Landlord shall provide all door to each tenant’ssignage
leased shall be atat
premises, Tenant’s
the costcost.
of such
invitees,
of shall be paid
the Building fromby thesuch tenant.
tenant, and no or
6.Movement tenant
in orshall
common
out place
of the any
areas without
additional
Building
thelocks
door
of furniture
prior in
written
or office
consent
itsequipment,
leased of Landlord.
premises without
or dispatch
No nails,
or Landlord’s
hooks
prior 7.Landlord
receipt by tenants mayof prescribe
any bulky weight
material, merchandise or materials thewhich require
for use ofand
elevators
other or
or screws
written shall be
consent. driven
Landlord or inserted
shall furnish inlimitations
any
to each ofand
parttenantthedetermine
aBuilding
reasonable except locations
numberby Building
of keys
safes
maintenance
to such tenant’s
stairways,
heavy or
equipment
8.Corridor movement
or items,
doors, through
which
when prior the
shallBuilding
not inapproval.in all
use, shallNo entrances
cases be
becurtains or
placed
kept closed. lobby
in theshall
Nothing be
Building
shall conducted
so as to
be swept or after building
distribute
thrown weight
personnel
leased or with
premises atLandlord’s
such tenant’s cost, and no tenant shall or make
other window
a duplicate treatments
thereof. shall be placed
hours
in a
into the corridors, halls, elevator shafts or stairways.
between the Noglass
birdsand
or animals shall standard
the Building be brought into ortreatments.
window kept in, on or about any tenant’s leased9.
and in such
manner a manner
acceptable to as Landlord
Landlord thatmaymay reasonably
include the require.
use of Each
such tenant
supporting assumes all risks
devices of and shall
as Landlord may
premises
EXHIBIT C except for fish and other animals kept in a clean and well-maintained aquarium. No portion
be
require.Rules
All damages to the Building caused by the installation or removal of any property of a tenant,
of
Building and Regulations
liable
or 1for all damage
Pagetenant’s to articles moved and injury to persons or public engaged or not engaged in such
any leased premises shall at any time be used or occupied as sleeping or lodging quarters.
movement,
done including
by a tenant’s equipment,
property whileproperty and personnel
in the Building, shall beof Landlord
repaired at ifthe
damaged
expenseorofinjured as a result
such tenant.
of
acts in connection with carrying out this service for such tenant.
10.Tenant shall cooperate with Landlord’s employees in keeping its leased premises neat
and clean.
11.ToTenants shall not
ensure orderly employ any
operation person
of the for the
Building, no purpose of such
ice, mineral cleaning
or other other
water, thanetc.
towels, the
persons
shall 12.Tenant
be delivered to any
shall leasedorarea
not make except
permit any by personsobjectionable
improper, approved by Landlord.
or unpleasant noises or
that are
odors, inreasonably
themachinery
Building acceptable
or to Landlord.
13.No ofotherwise interfere
any kind (other in normal
than any wayoffice
with equipment)
other tenants or persons
shall having
be operated by business
any
with them.
tenant 14.Landlord will not be responsible for lost or stolen personal property, money or jewelrykeep in
on its leased area without Landlord’s prior written consent, nor shall any tenant use or
the 15.No
from tenant’s leased
vending orpremises
dispensing or machines
public or common areas
of any kind mayregardless of whether
be maintained in anysuch loss occurs
leased
Building
when the
premises any flammable
without the or explosive
prior written fluid or substance.
permission of Landlord.
16.All mail chutes located in the Building shall be available for use by Landlord and all
area is locked
tenants of the against
Building entry or not. the rules of the United States Postal Service.
according
17.In event any of these to
Rules and Regulations is inconsistent with the terms of the
Lease toC which they are attached, the terms of the Lease shall control.
EXHIBIT
Building Rules and Regulations
Page 2
EXHIBIT D
TENANT FINISH-WORK ALLOWANCE
The parties agree that the following terms shall apply to the construction of certain
improvements
1.Within sixty (60) days after the execution and delivery of the Lease, Tenant shall, at
to the2.The
Tenant's premises
sole
final subject
cost to that
and expense,
construction certain
provide
bids Medical
(the “Bids”) Office
to Landlord
from Lease
for
the dated ________________,
its approval
Bid final
Contractors working
(as 2009
drawings
hereinafter (the
(the
defined)
“Lease”),
“Preliminary
will be due
EXHIBIT
between Hedgcoxe
D toDrawings”)
Landlord that
and MOB Partners,
show
Tenant all L.P.,the
on improvements
or before a Texas
that limited
Tenant
fourteenth partnership
proposes
(th1420 to (“Landlord”),
have day
th) business (theand
installed or work to
“Bid
Kenneth
be performed
Date”)
Tenant Garza,
Finish inOD
Workthe (“Tenant”). All capitalized
Premises (the
Allowance terms used in this
“Tenant Improvements”). TheExhibit shall Drawings
Preliminary have the meanings set
shall include
forthpartition
the
Page 1in the Lease.
layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any
modifications to the mechanical and plumbing systems of the Building and detailed plans and
specifications for the construction of the Tenant Improvements in accordance with all applicable
governmental laws, codes, rules, and regulations. The Preliminary Drawings shall be prepared by a
licensed designer or registered architect that has been approved by Landlord. If any of Tenant's
proposed
construction work will affect the Building's HVAC, electrical, mechanical, or plumbing systems, then
the
components of the Preliminary Drawings pertaining to those systems shall be reviewed and approved
by
the Building's engineer of record, whom Tenant shall engage for such purpose at its sole cost and
expense. Landlord's approval of the Preliminary Drawings shall not be unreasonably withheld,
conditioned or delayed; provided that Landlord may in all cases withhold its consent if such
Preliminary
Drawings (a) do not comply with all applicable governmental laws, codes, rules, and regulations, (b)
are
not sufficiently detailed to allow construction of the Tenant Improvements depicted on such drawings
in a
good and workmanlike manner, and (c) include any Tenant Improvements that do not conform to the
rules and regulations promulgated from time to time by the Landlord for the construction of tenant
improvements (a copy of which will be delivered to Tenant). Tenant will be solely responsible for
determining whether or not Tenant is a public accommodation under the Access Regulations and
whether
or not the Working Drawings comply with the Access Regulations. For purposes of this Exhibit,
“Working Drawings” shall mean the final Preliminary Drawings approved by Landlord, as amended
from time to time by any Change Order adopted under Paragraph 5 or 6 below, and the “Work” shall
mean the construction of all Tenant Improvements in accordance with the Working Drawings.
Approval
by Landlord of the Working Drawings shall not be a representation or warranty of Landlord that such
drawings are adequate for any use, purpose, or condition, or that such drawings comply with any
applicable law or code, but shall merely be the consent of Landlord to the performance of the noted
Tenant Improvements. Tenant shall, at Landlord's request, sign the Working Drawings to evidence its
review and approval thereof. All material changes in the Tenant Improvements shown on the Working
Drawings must receive the prior written approval of Landlord, and in the event of any such approved
changes Tenant shall furnish Landlord with an accurate, reproducible “as-built” plan (e.g., sepia) of
the
Tenant Improvements as constructed at Tenant's sole cost and expense.
following the date on which the Working Drawings are mutually approved by both Landlord and
Tenant. 3.Within five (5) days following the full execution of the Construction Contract, Landlord
Landlord
will submit and Tenant
shallagree
a proposed
4.Landlord budget
pay that
the ofthe
all Bid
portion ofContractors
costs to cost
the be incurredwill Tenant
of the consist of (i) a with
in connection Qualified
Improvements thethatContractor
installation (as
is in an and
hereinafter
construction defined)
of the selected
Tenant by Landlord,
Improvements, (ii)
baseda Qualified
upon the Contractor
Bid from selected
the
amountD(the “Construction Allowance”) equal to the lesser of (a) the amount per rentable square
EXHIBIT
by
Improvement Tenant, and (iii) afoot
Contractor.
third
Tenant
set
Tenant Finish Work Allowance
Qualified
shall
Page
forth 2have Contractor
two five
in Section ofmutually
1(l) (52) business
the agreed
Lease, days
or (b)to by actual
both its
following
the Landlord of and
receipt
costs Tenant
of such
completing or,
theifTenant
proposed Landlord
budget and
in Tenant
which
Improvements, to are less
unable
approvetoorso agree within five (5) business days of when the Working Drawings are mutually
the
approved,
reject such budget
dollar amount of the inSupervision
writing. If Tenant
Fee (as does not approve
defined or reject
in Paragraph such budget
9 below). within thatAllowance
The Construction two five is
then one
business selected by the Qualified Contractors nominated by each of Landlord
for improvements to the Premises only, and it does not include furniture and/or fixtures. Tenant shall and Tenant
(collectively,
day
not time period, then Tenant shall be deemed to have accepted such proposed budget. If Tenant
the “Bid Contractors”).
timely
be entitled to any portion A “Qualified Contractor”
of the Construction for purposes
Allowance that isof in
this paragraph
excess of theshall
actual beconstruction
a contractor
that (a) has at
objects to incurred.
expenses least
such proposed ten (10) years
budget in
The approved of experience
writing,
Budget then
shall (unless
Landlord
indicate Tenant
theand and
Tenant
portion Landlord
shall
of the mutually
within agree
meet Improvements
Tenant two (2)to (and
the
competency
business of any contractor with less than ten (10) years experience)
related dollar amount) that Landlord and Tenant anticipate will not be fully paid for by the working in the Dallas/Ft.
Worth/
days following Landlord’s receipt of Tenant’s objection notice to review the proposed budget and they
Construction
Plano, Texas
shall work markettoarea
together value(the “Marketthe
engineer Area”) on work
proposed similar
budget and toendeavor
the size, complexity and scope
to reach agreement onof the
Tenant Improvements project, (b) has insurance reasonably satisfactory to
appropriate reductions in scope of the Work or other revisions to address Tenant’s written objections, Landlord as being
consistent
which agreement shall include an allocation of responsibility for the costs set forth in the revised
with requirements for projects of similar size, scope and nature in the Market Area, and (c) has
budget.
adequate
Upon reaching agreement with Tenant as to any appropriate changes to the proposed budget,
staff and subcontractors to complete the Tenant Improvements on a schedule that is reasonably
Landlord
satisfactory
shall resubmit to aLandlord. Within three
revised proposed (3) days
budget of Landlord's
to Tenant. receipt process
The foregoing of the Bids,
mayLandlord
continueshalluntilselect
such
the
time
Qualified Contractor
as the budget that submitted
is mutually the lowest
and reasonably (or one
approved of the lowest)
in writing by bothofLandlord
the Bidsand to undertake and
Tenant; provided,
complete
that the Tenant Improvements (the “Improvement Contractor”). After Landlord’s selection of the
Improvement
if Tenant doesContractor,
not accept Landlord
and agreeshallupon inform Tenant
Landlord’s of the budget
original selection orand shall
a final promptly
revised enter into a
budget
construction contract with the Improvement Contractor (the “Construction Contract”), in form and
delivered
content
by reasonably
Landlord within ten acceptable to Landlord,
(10) business days ofwhich
the date provides
on whichfor construction of the Tenant
the initial proposed budget was
Improvements.
delivered
by Landlord, then each and every day subsequent to such 10 business day period shall be deemed a
tenant
delay for purposes of subpart (b) of paragraph 7 below. If and when mutually approved by Landlord
and
Tenant, the budget shall be thereafter herein referred to as the “Budget.”
Allowance. Tenant shall be solely responsible for paying any such additional costs above the
Construction
5.TenantAllowance
may makeincurredchanges forinthe
theWork
Work(the to be“Allowance
done on orDeficit”). Landlord
for the Tenant shall not be
Improvements
obligated
during to
6.Landlord cause
construction or allow
shalloftake the
the same, Improvement
whatever subject
actionto shallContractor
Landlord's to commence
prior written
be reasonably construction
approval,
necessary and any
to promptly of such
the Tenant
obtain mutually
and
Improvements,
agreed
maintain changes nor to
shall pay
be
all authorizations, any
set portion
forth in a of the
written Construction
change order Allowance,
(“Change until the
Order”) Allowance
to be executed Deficit
byin is
both
7.Tenant understands approvals
that the Work and must
permits be required
scheduled byandanyperformed
governmental at suchentitytimesfor the
and
approved
Landlord
construction in
and writing
Tenant
of by Tenant
prior to and
the until Tenant
commencement hasofpaid
such the Allowance
changes. TenantDeficit to
shall the
advise Improvement
Landlord in
such
EXHIBITmanner
D asthe Tenant Improvements.
to maintain harmonious labor Tenant shall use
relations andits
as best
to notefforts to assist
interfere with Landlord
or delay in
Contractor
writing
obtaining or intodesires
if Tenant an escrow account
any such approved
changes. Beforeby Landlord.
causing the Failure of TenantContractor
Improvement to promptly topay any
commence
Landlord's
Tenant Finish Work Allowance
construction
any
such
Page such expenses
change,
authorizations,
3 in excess
Landlord
approvals shall orof the Construction
prepare
permits. and
If adeliver
Change Allowance
to Tenant,
Order shall
for
becomes benecessary
deemed
Tenant's aor
failure
approval, is a to perform
proposed
required as a
other contractors, the operation of the Building, or the occupancy and quiet enjoyment of the Building
its
Change
result
by
obligations
Order setting
of anytenants; forforth
inspection purposes
the of Section
cost of such 18(b)
change, of the
whichLease,
cost and
will Landlord
include shall be entitled,
associated inthen
architectural, addition to
other andorLandlord
requirement shall of
not thebecity inspector
in default or other
hereunder local
for anymunicipal
damagesagency,to Tenant, such
and there
the
engineering
Change
will be
remedies
and
Order isprovided
construction
as in required intothe
contractor'sLease,
address toresulting
fees
such immediately
issue frombe
shall stop
such any further
change.
prepared construction
Until
bypay such
Landlord from
timeshall
and being
as Tenant
be performed
and
deemed Landlord
no delay the Commencement Date or Tenant’s obligation to rent under the Lease, because of
upon
each signsby
approved the proposed Change Order, Landlord has neither the obligation nor the authority to
the
the Premises
implement
Tenant without until
anysuch timeaction
further as allonamounts
the part areof paid
eitherbyparty,
Tenant.and After Tenant's approval and payment
impact of such scheduling on the time requested to complete the Tenant shall pay
Work. Tenant for the
further related
agrees that
of
the requested change, and if Tenant fails to approve such Change
costs of may establish reasonable work rules for the performance of the Work so as to avoid any Order in writing within five (5)
Landlord
the Allowance
business
same, on thewith Deficit,
same Landlord
terms as applywill promptly cause bytheTenant
Improvement Contractor to provide and install
interference completion of theto the payment
Building or other of the Allowance
Tenant Improvements Deficit.
within the Building.
the Tenant Improvements in the Premises in accordance with the Working
days after delivery by Landlord to Tenant of the proposed Change Order, Tenant will be deemed to Drawings.
Tenant's
have
obligation to pay Basic Rental and Tenant's Proportionate Share of Basic Operating Costs shall
withdrawn
commence the proposed
on the change, and
Commencement the Improvement
Date, Contractor
except as specifically will not
provided inconstruct same. If Tenant
the last sentence of this
approves such Change Order, Tenant will be responsible for the payments of the costs in connection
with
the change as set forth in the approved Change Order, on the same terms as apply to the payment by
Tenant of the Allowance Deficit.
Paragraph, and Tenant shall bear the risk of any delay in the performance of the Work that may occur
(a) 8.Upon completion of the Tenant Improvements and satisfaction of all conditions for
because
payment of
set any
9.Landlord Change
forth inbe
will Order or additional
thesupervising
Construction work
theContract,
Work, order,
Landlord
making (b) anypromptly
shall
disbursements delay required
in the
payapproval
directly of the
to
to be made thetoBudget
the or
the
Improvement
Improvements
10.To the Contractor, and acting as
extent not inconsistent a liaison
with between
this Exhibit theapplicable
D, the Improvements Contractor
provisions of theand Tenant
Lease
completion
Contractor of the Working Drawings by Tenant, or (c)Contract
if Tenant(as or may
any agent of Tenant otherwise
governthat
and 11.LANDLORD
shall theamount specified
performance
SHALL MAKE of in the
the Work
NOTenant
Construction
and
WARRANTIES, the Landlord's
EXPRESS and be amended
Tenant's
OR IMPLIED, respective byrights
any Change
WITH of the Work shall beand
materially delays
Order)
coordinating completion
the relationship of the
between the Improvements.
Tenant Improvements, Tenant’s theacceptance
Building, and the Building's
obligations
RESPECT
EXHIBIT D TO regarding
THE theWORK.
FINISH improvements
ALL IMPLIEDinstalled pursuant
WARRANTIES thereto.
WITH RESPECT THERETO,
confirmed
for the total cost of the Tenant Improvements (the “Total Construction Costs”). can
systems. by Tenant’s occupancy of the Premises. If a certificate of occupancy Any not be issued for
unused
INCLUDING
Tenant
the FinishBUT
WorkNOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A
Allowance
Construction
In consideration
Page 4 Allowance will
for Landlord's be applied
constructiontoward the payment
supervision of Basic
services, WITHOUTRent and
Tenant shall any
pay to Landlordrent
additional a
PARTICULAR
Premises on PURPOSE,
or before ARE
the EXPRESSLY
last day of the NEGATED
period setAND WAIVED.
forth in Section 1(d)(ii) LIMITING
of the Lease, because of
payable under
construction the Lease.
supervision All
fee installations
equal to five and improvements
percent (5%) of the now
Totalor hereafter
Construction placed
Cost in
(thethe Leased
THE FOREGOING,
Landlord’s inabilityLANDLORD SHALL NOT BE RESPONSIBLE FOR FAILURE OF THE FINISHto its
Premises
“Supervisionother thantobuilding
obtain astandard
certificate of completion
improvements from
shall beitsforarchitect
Tenant’swith respect
account and at Tenant’s
WORK. Landlord will assign to Tenant, without recourse, any warranties obtained from contractors,
construction
cost
Fee”).
subcontractors,
on the Building suppliers
and the andofother third parties to the
the obligations
extent suchofwarranties are Tenant
assignable
(and Tenant shall pay adshell
valorem thetaxes
Premises, then
and increased insurance thereon Landlord and
or attributable under the
thereto),
(provided that
Lease shall continue in full force and Basic Rental and Tenant's Proportionate Share of Basic
which
in no event shall Landlord be obligated under any such warranties).
Operating
cost shall be payable by Tenant to Landlord upon demand as additional rent.
Costs shall be abated for the number of days that the certificate of occupancy cannot be delivered;
provided, that there shall be no abatement, and all of Tenant’s rental obligations shall begin on the
Commencement Date, if the delay in Landlord’s construction and its ability to obtain a certificate of
completion was due to any of the reasons specified in the immediately preceding sentence.
EXHIBIT E
DELIVERY DATE PREMISES DISCLOSURE
The Tenants’ interior spaces (the “Tenant Usable Area”) shall remain incomplete and
unfinished pursuant
The building to “building
shell shell only”
will be complete construction. as
to specifications Allagreed
the interior finishes
between shall be
Landlord andcompleted
its
via 1. Floor –contractor(s).
construction Exposed concreteThe building shell will be in the following condition, or in the process of
a separate
being construction
completed to the contract. condition, upon delivery date to the Tenant:
following
2. Walls:
a. Perimeter Walls – Exposed Structure. No interior insulation or gypsum wallboard will be
3. in place.
4. b. Demising Walls – Not included in the building shell. If contiguous space is occupied,
then demising wall costs will be evenly split with adjacent tenants.
Ceiling – No ceiling or grid in the Tenant’s space will be provided or installed.
c. Other Walls/Partitions – Not included in the building shell.
HVAC:
d. Exterior Door – Landlord to provide exterior door.
a. Tenant is responsible for providing roof top condenser units and related supply and
b.other equipment,
The following which
items areisthe
to responsibility
be located at designated roofing
of the Tenant areas approved by
contractor:
Landlord.
i. Tenant is responsible for all distribution from that location to the Tenant's
space.
ii. Tenant is also responsible for all terminal boxes (interior zone VAV and exterior
Controls and control wiring
zone
iii. fan-powered), secondary supply air distribution, air outlets and inlets, and controls
EXHIBIT E Ductwork for the lease space
foriv.terminal boxes including control wiring. Tenant is responsible for providing and
Insulation
Delivery Date Premises Disclosure
Page 2 installing HVAC unit and distribution from that unit throughout Tenant space. Tenant is
Air outlets and inlets
responsible for obtaining outside air in a routing approved by Landlord. HVAC units
will be complete with factory controls for the operation of the units. Return air from each
level to the rooftop units will be provided via non-ducted return airshafts. Tenant is also
responsible for all terminal boxes (interior zone VAV and exterior zone fan-powered),
secondary supply air distribution, air outlets and inlets, and controls for terminal boxes
including control wiring. Tenant is responsible for providing and installing HVAC unit
and distribution from that unit throughout Tenant space. Tenant is responsible for
obtaining outside air in a routing approved by Landlord.
v.
vi. HVAC unit (rooftop unit)
vii.
c. Tenant Grilles
shall use the following design criteria for the HVAC system:
viii.
i.Outside Diffusers
Temperatures-
5.
xi. 1.Summer
Condensate
Plumbing – Tenant is– responsible
xii. 2.Winter
100 degreesfor F dry
the bulb/ 74 degrees
plumbing fixturesFand
wetplumbing
bulb routing as required
Duct –mounted
17 and
degreessmoke detectors
Fconnect
dry (as required by local code)
bulbinto existing
fora.the
4" Tenant’s
sanitary space
waste line is to
brought within the Tenant’s systems
space in
at locations
suitable approved
depth by the
to drain
xiii.
ii.Inside Fire Dampers and Combination Fire/Smoke Dampers (as required by
Temperatures- local per
Landlord.
local
b. 1½" Landlord
code from
coldcode)
xiv.1.Summer to
anyprovide
water –supplylocation sanitary
within
line with sewer
the gut
Tenant’s
a minimum line in
space.
one inch space.
service to meter located per the
Landlord to provide
following: 75 degrees F dry bulb/50 percent relative humidity
c. Tenant's
3" vent plan, –pressure
located
Start-up
2.Winter above
72 reducing
proposed
degrees valve set
F dry ceiling
bulb at a maximum
brought within theofTenant’s
80 psi and a minimum
space of 60
from properly
6. psi, withvent
flashed
iii.Internal inline water
through
Testing,
Loads- meter
roof, or
adjusting atconnected
and gate valve.
balancing with other available, appropriate venting
Fire available1.Heat
Protection in–building.
Gain from Interior
The building shell Lighting:
sprinkler system in the Tenant’s space will be installed on
EXHIBIT E a A.Typical Office Areas – 1.5 watts per square foot of net rentable
standard
Delivery Date Premises spacing
Disclosurearea.
with the heads turned up. Tenant will be required to re-work and/or add to
Page 2 in 2.Heat Gain from Electrical Equipment:
order to matchA.Typical their layoutOffice Area – 3.0and
requirement watts
theper square footof
requirements ofthenetauthorities
rentable having
jurisdiction. area.
3.Heat Gain from Building Occupants:
A.Typical Office Areas – 1 Person per 150 square feet of net
rentable area.
4.Quantity of Outside Air for Ventilation:
A.20 cfm per person.
7.
Electrical – The Building will have a multiple section 480/277 volt, three phase panelboard for
power to serve
Phone/other the Tenant's
services leasephone
– The main spaceboard
for general
will belighting,
located HVAC
in the equipment, and tenant
telephone/electrical
power
room. distribution.
Miscellaneous The panelboard
– All corridor will have adequate
doors, doorframes, capacity
and graphics are to make
the available of
responsibility 15the
watts of
power per square foot of rentable area. The Tenant will tap the 480/277
It will be the Tenant’s responsibility to distribute the service from that point.
tenants. volt panel and will
8.
provide an electrical submeter, secondary electrical power distribution, tenant panels and
9. transformer(s) located within the Tenant's space, according to Landlord’s specifications.
EXHIBIT E
Delivery Date Premises Disclosure
Page 2
GUARANTY OF LEASE
“Guaranty”) THIS GUARANTY OF LEASE (this

“Lease”) amended
“Guarantor”), the undersigned
from time to(hereinafter
time, the referred to as