                                                                                     ACCEPTED
                                                                                05-15-00161-CV
                         05-15-00161-CV                               FIFTH COURT OF APPEALS
                                                                               DALLAS, TEXAS
                                                                            2/9/2015 3:21:23 PM
                        NO.                                                          LISA MATZ
                                                                                         CLERK




                In the Fifth Court of Appeals                   FILED IN
                                                         5th COURT OF APPEALS
                        Dallas, Texas                        DALLAS, TEXAS
                                                         2/9/2015 3:21:23 PM
                                                               LISA MATZ
 In Re DeSoto Surgicare Partners, Ltd.,  Successor-in-Interest toClerk
                                                                   Baylor
Surgicare at Duncanville LLC; Texas Health Ventures Group, LLC; and
              United Surgical Partners International, Inc.;
                          Relators-Defendants.


          Original Proceeding From Cause No. DC-13-02334-L
       In the 193rd Judicial District Court of Dallas County, Texas
                   Honorable Carl Ginsberg, Presiding


  SWORN RECORD FOR PETITION FOR WRIT OF MANDAMUS
               Volume 2 (Pages 0235-0493)


                 NORTON ROSE FULBRIGHT US LLP

                                 Jeff Cody
                          State Bar No. 04468960
                    jeff.cody@nortonrosefulbright.com
                              Nathan B. Baum
                          State Bar No. 24082665
                  nathan.baum@nortonrosefulbright.com
                       2200 Ross Avenue, Suite 3600
                            Dallas, Texas 75201
                        Telephone: (214) 855-8000
                        Facsimile: (214) 855-8200
                          Katherine D. Mackillop
                          State Bar No. 10288450
               katherine.mackillop@nortonrosefulbright.com
                        1301 McKinney, Suite 5100
                        Houston, Texas 77010-3095
                       Telephone: (713) 651-5151
                       Facsimile: (713) 651-5246

                     Counsel for Relators-Defendants
                 ORAL ARGUMENT REQUESTED
                            TABLE OF CONTENTS

                            Description                               Page(s)
Volume 1
Defendants’ Motion to Strike Pleadings (with Exhibits), filed 0001-0219
December 23, 2014
Plaintiff’s Response to Defendants’ Motion to Strike Pleadings, filed 0220-0234
January 7, 2015
Volume 2
Exhibits to Plaintiff’s Response to Defendants’ Motion to Strike 0235-0493
Pleadings, filed January 7, 2015
Volume 3
Hearing Transcript Vol. 1, on Defendants’ Motion to Strike 0494-0561
Pleadings, held on January 12, 2015
Hearing Transcript Vol. 2 (Plaintiff’s Exhibits), on Defendants’ 0562-0828
Motion to Strike Pleadings, held on January 12, 2015
Volume 4
Hearing Transcript Vol. 3 (Defendants’ Exhibits), on Defendants’ 0829-1123
Motion to Strike Pleadings, held on January 12, 2015
Volume 5
Defendants’ Supplemental Letter Brief, filed January 16, 2015        1124-1131
Plaintiff’s Supplemental Letter Brief (with Exhibits), filed January 1132-1171
16, 2015
Order, signed January 19, 2015                                         1172
Original Petition, filed February 26, 2013                           1173-1177
First Amended Petition, filed March 21, 2013                         1178-1180
Original Answer, filed April 6, 2013                                 1181-1183
Second Amended Petition, filed July 15, 2014                         1184-1192
Third Amended Petition, filed August 6, 2014                         1193-1202
Original Answer to Third Amended Petition, filed September 2, 2014   1203-1206



                                          1
                          Description                               Page(s)
Volume 5, cont’d.
Affidavit of Nathan B. Baum in Support of the Defendants' Motion to 1207-1209
Strike Pleadings or, in the Alternative, Exclude Evidence, signed
January 12, 2015




                                        2
 Sworn Record 0235




EXHIBIT A
                                           Sworn Record 0236



Texas Health Ventures                           Group,            LLC

To:               LaVone.Arthur
                  Jonathan Bond

From:             Brett Brodnax
                  Carolyn Exley
                  EvieMillet
                  JarodMoss

Date:             October 19, 2010

Re:               Request for Approval- Acquisition of Surgety Center of Duncanville
                  ($1,226,250)




The p urp ose of this memo is to reques t approval to inves t a total of $1.2 million to acquire a 50.1%
ownership p osition in Sutgcry Center of Duncanville ("SCD'') located at 1018 East Wheatland Road
in Duncanville, Texas, as well as acquire the rights to initiate a new management agreement with the
surgery center.    The purchas e would be conswnmated by Texas Health Ventures G-roup, ILC
("THVG").                                                           ,
             With your approval, we plan to close by this Friday October 22, with an eff ec tive of
November 1, 2010.

Background
SCD commenced op era tions in 198.5 and is afour operating room, one procedure room facility             .
SCD's AAAHC a ccre dita ion was ren ewed in May 2009 and expires on May 15, 2012.
                          t




SCD is owned 41.01% by Symbion, wh o is also the cutte nt management company for the c enter             ,
and 58.99% by physician investors. The facility is located approximately tlu:ee miles from THVG's
DeSoto facility, the North Texas Surgery Center. It is anticipated that we will be able to capitalize
        gi
on syner es available between the    two
                                      centers and eventually merge the Duncanville facility into the
                                                              (
DeSoto facility within twelve months subsequent to closing se e further iliscussion below).


sen o cc upi es 10,000 square feet of leased space in a building owned by    art   independent landlord   .
The original tenn of the lease expires in Febtu:u:y 2013 with two five-'year re new al options as
cunent ly written. The lease includes a rental rate equal to $33.10 per sq. ft or $27,583 per month
and currently includes an annual increase equal to 3%. The lease includes a guaranty from Symbion
for the remainder of the term that will be assumed by THVG (with a guaranty fee being charged to
the physicians). 'The present value obligation of the guaranty of the lease tlu:ough the remainder of·




the term is $713 thousand.


Transaction Overview

THVG will p urchase a 50.1% interest and enter into a management agreement for cash
consideration equal to $1,226,250 in the aggregat e. This is bas ed on an equity valuation equal to
$1,250,000 (or $626,250 for 50.1%) and a management fcc valuation equal to $600,000, both as
independently verified by Valu e Management Group.



                                                                                                   D 001730
                                                                                              CONFIDENTIAL
                                             Sworn Record 0237

Page2
Approval Request- Surgery Center of Duncanville, Duncanville, Texas


Based on. the proximity of SCD with ou:r DeSoto center, it isbelieved that there a.re opera tional and
cost synergies available throu gh a !Ilerger of SCD   into   our D es oto facility with operations
continuing at the DeSoto facility The transactio n documents will include an agreement from the
                                 .
                                                                               ·
Duncanville physicians to a merger with the DeSoto facility so,metime prior to t he first anniversary
of the closing of the purchase ttallsaction.   However, the m erger will remain           subject to a vote o.f the
                                               ig
DeSoto p ar tnership. Based o n the due dil ence results, certain capital improvements will need to
be made to the Dun canville facility if the    facility is not   closed at the c onclusi o n of the initiallea.se
term.

1bis transaction allows us to move in line with Symbion's expectations from a timing perspectiv e
while remaining strategic with the transition an d p ot ential merger process. The remaining lease t�
on the SCD lease agre eme nt provides time needed to work oil the potential merger in order to
maximize operational proce ss es as well as qualitative processes of patient care.


Physician PrQfile
lnere are currendy 18 physician partner s whose ages .range from 40- 58 wlth an avet:age age of 47
years old. The re are currendy three L1 physicians, one L2 physician and fourteen L3 physicians.


1ne agreement requites that all physician partners must attest annu ally that they meet the Safe
Harbor criteria. The ph y sician partners have a      very good clinical       repu tation in the     market and are
very interested in further improvement by pattnering \vith a company that has                     greater operation..'l.l
leverage within the metroplex.


Pa�or and Sp�cial� Mix
Specialty Distribution*        #Phys     # Panners    %Revenue            Payor Mix*                       %Revenue
Pain 'Managcmcn t                    4            3          59%          Mgd Care-In Network                      60%
General                              7            1           9%          Medicare/Medicaid                        2�/o
Podiatry                            13            4              8%      Worker's Camp                              8%
Colon & Rectal Suxge.ty/GI           1            1              6%       Self-Pay                                  2%
U rolo gy                            4            3              6%       Mgd Carc-OON                              1%
Orthopedic                           5            2              4%       TOTAL                                 100.0%
Radiology                            3            1              ·2%      *'   'I"I'M Itme 2010
OUGYN                                5            1              2%
ENT                                  2            1              2%
Plastic                              4            1              1%
GI                                   1                           0%
TOTAL                               49           18         100%
*   Tl'MJunc 2010


Cuttencly, the center is 1% out-of-network.




                                                                                                                   D 001731
                                                                                                             CONFIDENTIAL
                                               Sworn Record 0238

Page J
Approval Request- Surgery Center of Duncanville, DuncanviJle, Texas


Historical Financial Performance

                                  TTMDec07          TIMDec08 TTMDec09 TTMAu�10
Cases                                      3,163                3,408          3,194                2,740
Net Revenue per Case                      $1,768                $1,465         $1,403               $1,159
EBITDA                                  $276,044               $65,026       $ 1 1 0,140        -$207,021
EBITDA Ma�in                                  5%                   1%              3%                 -7%


The cente r currently has $250 thousand of equipment financing debt with Key Bank, De Lage
Land en and Siemens. In conn�ction with the tritnsaction, we will he putting a $450 thousand non­
recourse line of credit in place with Siemens for any potential cash needs during the initial transition
months. Therefore, it is anticip ated that, as of the closing of the transaction or shortly thereafter,
the ce nter could have up to $700 thousand. of debt outstanding.              All of the existing debt will be
as signed   prior to closing.


Valuation

VMG conducted an ind ependent valuation of the cen ter and determined the valu e of the cunent
equity to be $1,250,000 and the value of the management fee to be $600 th ousand . Our capital
contribution will result in the ownerships noted above.


As p a r t of this transaction, a 1 0 mile non-comp e te covenant is included for all selling parties for
tlrree years   following close or two yeats   after ceasing to own an interest in the center.


The facility will be chatged a 7% management fee with USPI remining 64.3% of the management                     fee
and the remainder being paid to Baylor. The governing board will be made up of eigh t members,
fout from THVG and four physician representatives.                             m
                                                                        Each me ber     will   vote according to
ownership represented.


Capital Priorities

We .ranked this acquisi ti on as number six on our capital priorities and give it a high strate c,       gi high
upside and medium risk racing.         The center .is strategic to THVG as         there is    an. opportunity for
consolidation within the market. The center has high upside with access to THVG's operational
oversight. 'The risk is medium, which taring       ta ke s   into consideration the minimal investment for the
transaction offset by the risks ass o ci ated with the potencial merger into DeSoto.


Due Diligenc e

•   Physician arrangements - The center has an anesthesia contract and a medical director
    agreement and we will retain the saine anesthesia group/medical director and terms. No other
    physician arrangements exist.


•   Clinical- Dr. Zarin and Jeannie Montgomery conducted the clinical due diligence and noted the
    following issues, all of which we believe can be addressed. The diligence report indicated that
    anesthesia. often leaves the center prior to the time that the p atient is discharged.                   We are
    discussing    wjth Dr.   Wasserman and will implement pr ocedu,t:cs to ensure that this doc s not carry
    forward. The center cs sentiilyl does not have a formal quality           program in       place which will be




                                                                                                              D 001732
                                                                                                        CONFIDENTIAL
                                                        Sworn Record 0239

Pagc4
Approval Request- Surgery Center ofDunca.JJville, Duncanville, Texas


     immediately addressed b y USPrs clinical      team. The repor also notes that the equipment
                                                                                            t                                         is
     dated and the facility will require capital improvements if we dq not merge with DeSoto.

•    Pain   Screens - The pain screens have been run with no excep tio ns noted.

•    Coding/Billing- Gale Gonzalezteviewed the bu siness office functions and while concerns were
     rais ed in regard to the lack of attention the business office has been receiving, all deficiencies
     found can be, corrected going forward. We will transition the billing and collections process to
     the Dallas CSO withih 45 days of close; In addition, we will transition the center' s accounts
     payab l e processing to the CSO as soon as possible . Staffing changes may also be :Qeeded for the
     center but this will need to be reviewed further in connection with any tnerger with DeSoto.
     Carolyn Exley and Gale Gow.alez will evaluate c hanges needed in the business office staff post­
     closing in con nection with any po te ntial transition to the DeSoto fa cility. The coding audit score
     was 81% on CPT co des and an 89% on ICD-9 co des, which alth ough not stellar, is not a cause
     for major alarm. 1be coding will transfer to the CSO with the oth er business office functions.


•    Managed Care- Currendy, the center   is .almost fully contri"c te d The plan i s for the center to be
     converted to THVG contracts starting at close and we anticipate that the center will be fully
     converted by month seven of the fust year .


Financial Projection§

We   have prepare d two pro forma financial projections. The first s cenario assumes SCD stays as a
freestanding center, independent of DeSoto. The second assumes SCD stays freestanding for only
one yeat and then merges with DeSoto.

Scenario 1


We have projected yeat; 1 EBITDA at $602 th ousand, which in cludes management fe es to 'l'HVG of
$307 th ousand . lbis assumes no additional physician recruitment for year 2.

                                               Base Year      \ I        Year 1         I       [       Year2
                                                                                                                     I I     Year3
Cases                                                 2,668                    2,670                        2,750                2,833
Net Rev I Case                                       $1,249                  $L,645                        $ 1 ,94 1            $1,980
EBJTDA                                     $     (329,453)          $       60 1 , 790              $   1,279,771          $ 1,340,367
USPl EBITDA Contribution                                                    235,735                      415,606               426,254

USPJ Investment                                                     $       698,299                 $     698,299          $   698,299
USPl EB1TDA Multiple                                                             2.96                         1.68                 1.64
Multiple w/ Mgt Fee          at   100%                                          2.46                          1 .47                1.4 3

Available Cash (b)                                                  $       449 ,094                $     881,669          $   796,317
(a) Mgt Fcc at 75"/o margin
(b) Nctofc�ital expBH!iturcs of$200K in Yenr I, $50 0K inYear2 tind $200K in Year 3

The cen ter does not consolidate to USPI.




                                                                                                                                   0_001733
                                                                                                                               CONFIDENTIAL
                                                                   Sworn Record 0240

PageS
Approval Request- Surgery Center of Duncanville, Duncanville, Texas


Sc;enario 2


.As   men tioned        above, th ere are potential operational and cost syner es available              gi                  with a merger         of
SCD into out c:u.rrcnt s rgety c:enter in
                                      u                           DeS oto.
                                                      This scenario includes the same year 1 results as
Sc: enario 1, but in year 2, the cent er tnetges into DeSoto. The assumption regaxding no additional
p hyskian rec:nritment remains in plac:e for year 2.


                                                                  Base Year       I I       Yearl       I I       Year2        I I       Year3
C a ses                                                                   2,668                 2,670                  6,215                 6,339
Net Rev I Case                                                         $1,249                   $1,645                $2,033                 $2,094
EBITDA                                                        $     (329,453)           $     601,790         $    4,067,822         $    4,471,963
USPI EBlTDA Contribution <aJ                                                                  235,735              1,535,036              1,685,729

Available Cash (b)                                                                      $     449,094         $    3,768,551         $    4,216,356
(a) Mgt Peeat75%mnrgin
(b) Net of capital eltpendi(ullls of $200K in Yea� 1 3
                                                   •




'!he c:enter does not c:onsolidate to USPI.

In order to convey some of the benefits of the op era tional and c:ost synergies associated \vith a
merger of the two facilities, set forth below is a table c:omparing the p roj ected results of DeSoto an d
Duncanville as stand-'.llone facilities in Ycar 2 with that of the combined entity.



                                                                                                                                     Variance:
                                                           DeSoto               Duncanville              Combined                  Combined vs
                                                                                                                                   Stand-Alone
                                                           Year 2         I I       Year2                     Year 2         I I         Year 2       I
Cases                                                             3,464                     2,750                   6,215                    3,464
Net Rev I Case                                                $2, 119                       $1 ,941                 $2,033                        $92
Management .Fee                                             $502,001                    $366;817                  $864,227                $497,409
EBITDA                                                 $   2,222,343            $       1,279 ,771       $    4,067,822            $     2,788,050
Availablc Cash                                         $    1,877,392           $        881,669         $    3, 7 68,5 51         $     2,886,882


St£engths

      •     P hysician partners              enjoy a high-quality reputation within the c:omml.Ulity and with our
            hospital partner.
      •     C ent er is a strategic:         transaction fot THVG.
      •     Turnaround transaction requires a relatively small   inves tmen t and immediate issues can be
            addressed with ap romp t transition THVG�s opera tio nal sttuc:ture.
      •     Additional operational and c:ost synergies are available with a p o tential merger into THVG's
            existing sutgety c:enter in DeSoto.




                                                                                                                                               0_001734
                                                                                                                                          CONFIDENTIAL
                                              Sworn Record 0241

Page 6
Approval Reque�t - Surgery Center of D uncanviiie, Duncanville, Texas




    •   It is anticipated that additional wor king capital will be needed during the initial transition
        months. We ha    v e a proposal   from Siemens regarding a working capital line of credit for
        $450 tho usand with documents to be finalized over the next few weeks.
    •   There is s ome risk that unknown liabilities may arise as a result of vendor payables not being
        properly recorded. As      pa rt of the transaction, Symbion has agre ed to brin g all acc.ounts
                                   a

        payable curren t to within 60 day s of invoice due date. Additionally, we have performed a
        search for unrecorded liabilities and believe we have identified all material amounts.


Exhibits

        I.       Pro F ormas (Scenario 1 and Scenario 2)




APPROVED        BY:




Jonathan Bond




                                                                                                  0_001735
                                                                                             CONFIDENTIAL
 Sworn Record 0242




EXHIBIT B
                                               Sworn Record 0243



                                      United Surgical Partners
                                       I   N    T   E   R   N   A   T   I   O   N   A   L



Contact:      Jason B. Cagle
              Chief Financial Officer
              (972) 713-3500



                       UNITED SURGICAL PARTNERS INTERNATIONAL
                        ANNOUNCES THIRD QUARTER 2014 RESULTS

Dallas, Texas (November 5, 2014)       United Surgical Partners International, Inc. ("USPI" or the
                                           -



"Company") today announced results for the third quarter and nine months ended September 30, 2014.

Third Quarter Financial Results
        For the quarter ended September 30, 2014, consolidated net revenues increased 5% to
$159.2 million compared with $151.0 million in the prior year period. Operating income for the third quarter
increased 2% to $64.4 million, as compared with $63.1 million for the prior year period. EBITDA less
noncontrolling interests increased 9% to $53.9 million in the third quarter of 2014 compared with $49.3
million for the prior year period.

        Cash flows from operating activities for the third quarter of 2014 totaled $53.9 million compared
with $50.7 million in the prior year period. During the third quarter of 2014, the Company and its
consolidated subsidiaries invested $3.5 million in maintenance capital expenditures and an additional
$0.3 million in the infrastructure of existing facilities.

Nine-Month Financial Results
        For the nine months ended September 30, 2014, consolidated net revenues increased 3% to
$466.1 million compared with $451.4 million in the prior year period. Operating income for the first nine
months of 2014 was $183.7 million as compared with $181.9 million for the prior year period. EBITDA
less noncontrolling interests was $151.7 million in the first nine months of 2014 as compared with $152.3
million for the first nine months of 2013.

       Cash flows from operating activities for the nine months ended September 30, 2014, totaled
$159.9 million compared with $128.1 million for the prior year period. During the first nine months of
2014, the Company and its consolidated subsidiaries invested $10.6 million in maintenance capital
expenditures and an additional $2.2 million in the infrastructure of existing facilities.

Systemwide Financial Results
        Due to the Company's partnerships with physicians and prominent healthcare systems, the
Company does not consolidate the financial results of the majority of its facilities. While revenues of the
Company's unconsolidated facilities are not recorded as revenues by the Company, equity in earnings of
unconsolidated affiliates is a significant portion of the Company's overall earnings. To help analyze results
of operations, management uses systemwide operating measures such as systemwide revenue growth,
which includes revenues of both consolidated and unconsolidated facilities. In addition to overall
systemwide revenue growth, the Company calculates growth rates and operating margins for the facilities
that were operational in both the current and prior year periods, a group the Company refers to as same­
store or same-facility. This group also consists of both consolidated and unconsolidated facilities. At
September 30, 2014, 155 of the 219 facilities the Company operated were not consolidated.




                                                    -MORE-
                                              Sworn Record 0244


United Surgical Partners Announces Third Quarter 2014 Results
Page 2
November 5, 2014

         For the third quarter, the systemwide revenues of the facilities operated by the Company increased
11% on a year-over-year basis. On a same-store basis, systemwide net revenue increased 5% in the third
quarter compared with the prior year period. For the first nine months of2014, the systemwide revenues of
the facilities operated by the Company increased 5% on a year-over-year basis. On a same-store basis,
systemwide net revenue increased 3% for the first nine months of the year.

Development Activity

          The Company acquired an interest in three facilities during the third quarter and one additional
facility following quarter end. The Company expects to add two to four additional facilities in the remainder
of2014.

Conclusion

          Commenting on the results, William H. Wilcox,USPI's chief executive officer, said, "The third
quarter represented our strongest same-store volume performance since2012, and we are pleased with the
sequential improvement in operating and financial performance. We also continue to add new, high quality
facilities and health system partners to our portfolio and anticipate an active fourth quarter from a
development perspective."

        The live broadcast ofUSPI's third quarter conference call will begin at 5:00 p.m. Eastern Time on
November 5, 2014. A 30-day online replay will be available approximately an hour following the
conclusion of the live broadcast. A link to these events can be found on the Company's website at
www.uspi.com. Additional financial information pertaining toUnited Surgical Partners International may
be found by visiting the Investor Relations section of the Company's website.

         USPI, headquartered in Dallas, Texas, currently has ownership interests in or operates 220
facilities, of which 154 are jointly owned with not-for-profit healthcare systems.

          The above includes forward-looking statements based on current management expectations. Numerous
factors exist that may cause results to differfrom these expectations. Many of the factors that will determine the
Company's future results are beyond the ability of the Company to control or predict. These statements are
subject to risks and uncertainties relating to the Company, including without limitation, (i) reduction in
reimbursement; (ii) the Company's ability to attract physicians and retain qualified management and personnel;
(iii) the Company's significant leverage; (iv) geographic concentrations of certain of the Company's operations;
(v) risks associated with the Company's acquisition and development strategies; (vi) the regulated nature of the
healthcare industry; (vii) the highly competitive nature of the healthcare business; and (viii) those risks and
uncertainties described from time to time in the Company's filings with the Securities and Exchange
Commission. Therefore, the Company's actual results may differ materially. The Company undertakes no
obligation to update any forward-looking statements or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.




                                                    -MORE-
                                           Sworn Record 0245


United Surgical Partners Announces Third Quarter 2014 Results
Page 3
November 5, 2014

                    UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
                     Unaudited Condensed Consolidated Statements of Income
                                (in thousands, except number of facilities)
                                                      Three Months Ended                Nine Months Ended
                                                         September 30,                    September 30,
                                                       2014              2013           2014              2013
Revenues                                          $    159,190       $   151,009    $   466, I 07     $   451,352

Equity in earnings of unconsolidated affiliates         27,527            20,923          73,599           63,759

Operating expenses:
 Salaries, benefits and other employee costs            44,383            40,991         129,878          120,425
 Medical services and supplies                          27,051            24,945          78,248           72,831
 Other operating expenses                               28,251            24,722          83,487           75,691
 General and administrative expenses                    11,718            10,396          34,958           30,793
 Provision for doubtful accounts                         2,918             1,599           7,526            7,781
 Net (gain) Joss on deconsolidations,
   disposals and impairments                             1,419              (506)          2,336            4,893
  Depreciation and amortization                          6,608             6,683          19,616           20,758
   Total operating expenses                            122,348           108,830         3 56,049         333,172
Operating income                                        64,369            63,102         183,657          181,939
 Interest expense, net                                 (23,697)          (23,710)        (70,090)         (76,226)
 Loss on early retirement of debt                                                                          (5,536)
  Other, net                                                  (55)                             (80)            (3)
Income from continuing operations before
  income taxes                                          40,617            39,393         113,487          100,174
  Income tax expense                                    (8,623)           (7,462)        (21,997)         (17,903)
  Income from continuing operations                     31,994            31,931          91,490           82,271
 Discontinued operations, net of tax                                                        (332)
Net income                                              31,994            31,931          91,158           82,271
 Less: Net income attributable to
    noncontrolling interests                           (18,518)          (20,009)        (53,951)         (55,338)
Net income attributable toUSPI's common
 stockholder                                      $     13,476       $    11,922    $     37,207      $    26,933


Supplemental Data:
Facilities operated at period end                          219               214             219              214




                                                  -MORE-
                                           Sworn Record 0246


United Surgical Partners Announces Third Quarter 2014 Results
Page 4
November 5, 2014

                    UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
                        Unaudited Condensed Consolidated Balance Sheets
                                             (in thousands)
                                                                    Sept. 30,       Dec. 31,
                                                                      2014           2013

                                               ASSETS

Current assets:
 Cash and cash equivalents                                      $      57,259   $     78,741
 Available for sale securities                                          9,230         10,802
 Accounts receivable, net of allowance for doubtful accounts
   of $10,902 and $10,236, respectively                                49,667         51,608
 Other receivables                                                     24,146         24,191
 Inventories of supplies                                                8,326          9,049
 Deferred tax assets, net                                              22,382         22,333
  Other                                                                16,483         16,076
   Total current assets                                               187,493        212,800

Property and equipment, net                                           128,496         132,474
Investments in unconsolidated affiliates                              609,481         521,833
Goodwill and intangible assets, net                                 1,599,125       1,585,401
Other                                                                  32,459          28,176
    Total assets                                                $ 2,557,054     $ 2,480,684


                                      LIABILITIES AND EQUITY

Current liabilities:
 Accounts payable                                               $      18,588   $     17,407
 Accrued expenses and other                                           273,255        278,876
  Current portion of long-term debt                                    18,940         18,916
   Total current liabilities                                          310,783        315,199

Long-term debt                                                      1,481,701       1,454,692
Other liabilities                                                     230,303         217,573
Total liabilities                                                   2,022,787       1,987,464

Noncontrolling interests - redeemable                                 179,439        166,578

USPI stockholder's equity                                             306,387        279,622
Noncontrolling interests - nonredeemable                               48,441         47,020
  Total equity                                                        354,828        326,642
    Total liabilities and equity                                $ 2,557,054     $ 2,480,684




                                                -MORE-
                                                         Sworn Record 0247


United Surgical Partners Announces Third Quarter 2014 Results
Page 5
November 5, 2014

                          UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
                                                     Key Operating Statistics
                        (in thousands, except for number of facilities, cases and percentages)
                                                                                      Three Months Ended September 30,
                                                                                       2014              2013           %Change
                                        2
Systemwide same-facility statistics<1> < >:
      Facility cases                                                                   252,650           2 45,597            2.9%
      Net revenue/case                                                           $       2,351 $            2,301            2.2%
      Net revenue                                                                $     593,910 $         565,158             5.1%
      Facility operating income margin<3l                                                24.9%              24.4%           50 bps

Other:
      Total consolidated facilities                                                            64               65

EBITDA less noncontrolling interests<4l
  GAAP operating income                                                          $       64,369     $      63,102             2.0%
  Depreciation and amortization                                                           6,608             6,683
  Net loss (gain) on deconsolidations, disposals
    and impairments                                                                       1,419               (506)
  EBITDA                                                                                 72,396            69,279
  Net income attributable to noncontrolling interests                                   (18,518)          (20,009)
      EBITDA less noncontrolling interests                                       $       53,878     $      49,270             9.4%

                                                                                      Nine Months Ended September 30,
                                                                                        2014             2013           %Change
EBITDA less noncontrolling interests<4l
  GAAP operating income                                                          $      183,657     $    181,939              0.9%
  Depreciation and amortization                                                          19,616           20,758
  Net loss on deconsolidations, disposals
    and impairments                                                                       2,336            4,893
  EBITDA                                                                                205,609          207,590
  Net income attributable to noncontrolling interests                                   (53,951)         (55,338)
      EBITDA less noncontrolling interests                                        $     151,658 $        152,252
                                                                                 -·----- ===�=                               (0.4%)

{I)   Excludes de novo facilities in their first year of operations. Includes facilities accounted for under the equity method as well as
      consolidated facilities.
<2l   Statistics for acquired facilities are included in both periods.
<3)   Calculated as operating income divided by net revenue.
<4l   EBITDA and EBITDA Jess noncontrolling interests are not measures defined under generally accepted accounting principles
      (GAAP). The Company believes EBITDA and EBITDA less noncontrolling interests are important measures for purposes of
      allocating resources and assessing performance. EBITDA, which is computed by adding operating income, depreciation and
      amortization, and net Joss (gain) on deconsolidations, disposals and impairments, is commonly used as an analytical indicator
      within the healthcare industry and also serves as a measure of leverage capacity and debt service ability. EBITDA Jess
      noncontrolling interests, which is computed by subtracting net income attributable to noncontrolling interests from EBITDA,
      adjusts both years' EBITDA to reflect that the Company does not own 100% of each facility. EBITDA and EBITDA Jess
      noncontrolling interests should not be considered as measures of financial performance under GAAP, and the items excluded
      from EBITDA and EBITDA Jess noncontrolling interests are significant components in understanding and assessing financial
      performance. Because EBITDA and EBITDA Jess noncontrolling interests are not measurements determined in accordance
      with GAAP and are thus susceptible to varying calculation methods, EBITDA and EBITDA Jess noncontrolling interests as
      presented by USPI may not be comparable to similarly titled measures of other companies.




                                                                  -END-
 Sworn Record 0248




EXHIBIT C
                                               Sworn Record 0249



                        Transition Plan Topics- Surgety Center of Duncanville


Leadership Team:
Sr. Vice or Market President:        J ohnny Bond
Region:al Vice President: Carolyn Exley
Development Team: Jarod Moss, Shannon Kinder, Evie Miller
PVP: Rob Stahler

Hot Areas-
    •    Focusing on potential transition to DeSoto facility
    •    Successfully hiring and/or replacing key personnel.
    •    Transition of billing and collections to CSO
    •    Transition of accounts payable to CSO
    •    There is some risk that unknown liabilities may arise as a result of vendor payables not being
         properly recorded.
    •    Maximize new contracts by timely communication with partners about effective dates.


On sit e fust week- Carolyn Exley will be the operations lead this week.

Business Office- We will transition the billing and collections process to the Dallas CSO within 45
days of dose. Carolyn Exley and Gale Gonzalez will evaluate changes needed in the business office
staff post-closing in connection with any potential transition to the DeSoto facility.
'Financial Impact: Dep e ndan t upon whether additional staffi1· needed. Expectations are then will be coJt Javings.

Managed ca re - T he center will be comrerted to THVG contracts starting at close and we
anticipate being fully converted by month seven of the first year .


Information Technology- We will be converting the center to USPI's network and email once
connectivity is established.
Financial Impact: 1To com�}

Accounting/Accounts Payable - Subsequent to                 closing, the accounts payable function will be
transition to the CSO. Based on the staffing at the center, Carolyn Exley will approve all check runs
on an interim basis to ensure proper internal controls. Facility accounting will immediately take over
the general ledger function.


M at erials M anagement -The center is cunently on an HPG contract.


Payroll/Benefits- Transition         to USPI payroll and benefits is expected on March            1"\ 2010.   Our
benefits are richer than those offered cun:endy; however, they will be more costly for the employees,
 so bonuses are being paid. The employer portion of the premiwns will also increase .
.I-<rnancia/Impat1: S24K


Trea sury   -   We will change the signers on the current account at closing to add USPI representatives
to the current bank account. We will be opening a new bank account at Bank of America and
adding this center to our cash management system.


Clinical- A formal quality program will need to be put in place. Additional capital improvements
will be required if the center is not merged with DeSoto.
Financial Imp act: $500K ifthe center is not merged with DeSoto.




                                                                                                                0_001728
                                                                                                          CONFIDENTIAL
                                               Sworn Record 0250



EDGE     The EDGE concept will be introduced to the staff and physicians during the initial post�
         -




close meetings. Training/implementation is scheduled to begin 90 days post close   -     .




Internal Controls- The goal is to have the center fully compliant with USPI's 12 week checklists
within the first six   months.   We will imple me nt applicable controls under the existing systems at the
center to the extent possible, e.g. reviewing payroll reports, background checks and drug screens for
new hires, refund policy. As they convert to USPI systems, the checklists will be inte grated as part
of the conversions.


Partnership Management Initiative PMI will be introduced to the board, partnership, and PAB
                                           -




over the course of the f1rst 60 days. The PAB will focus on 1/3 rule cotnpliance and appropriate
burbacks following the first year of operations, as needed.




                                                                                                    D 001729
                                                                                               COOFlOCtfl'lAL
 Sworn Record 0251




EXHIBITD
                                                     Sworn Record 0252




From:                             Zarin, Dr. David
Sent:                             Tuesday, October OS, 2010 12:08 PM
To:                               Kinder, Shannon
C<::                              Miller, Evelyn; Exley, Carolyn; Montgomery, Jeannie; Moss, Jarod; Bond, Jonathan
Subject:                          Duncanville
Attachments:                      Duncanville ASC Physidan Due Diligence Sept28 2010.xls




Attached Is my report for the Duncanville ASC DO visit. As you will see, I have noted several issues from   a clinical
perspective. I have discussed th!s with Johnny Bond.

Please let me know If you have any questions.

DZ

David Zarin, M.D. FACS

SVP Medical Affairs-Medical Director
972-713·3501 (Dallas Office)
281-788-4100 (Houston Cell)
dzarin@uspi.com




        CO:."mDENllAL                                        1                                               DJl00639
                                                                                                                   Sworn Record 0253

                                                                                                             Physician Due Diligence Report




                                                                                         Duncanville Surgery Center September 28, 2010
                                                                                                      I                                                                                                                                                  I
  Pn...oue    Dlliaence
                                        "Zarln/RN means ti ems is also re viewed by RN       R esp•
                                                                                                            Markwhen
                                                                                                           j: o mpleted       I
                                                                                                                              I
                                                                                                                                                                                            Comments                                                     I
        om   ee ca         e t      tre or                                                   n            Done                    r.         er   0

 Administration
                      ar
  Review Gov. Bo d stn.tcture                                                                             Done                i5MD members-Taker. Mason, Koonsman, Aronowitz Wasserman
                                                                                                                              !No issues
                                                                                                                              l
  Review Gov. Bo ard Bylaws flags from RN review                                                          Done
  Review Gov Board minute s flags from RN review                                                          Done                t.ln
                                                                                                                                 i utes are In order and well done
  Review Med Staff Byla ws flags from RN review                                          zeri n           Done                tlo lssue s
  Review Med Exec minutes                                                                Zarin            Done                �lnutes are In
                                                                                                                                         order and well done
  Review 01 Program                                                                      zen n            Done            �rted as inactive-started In 08, but not active since July 09. No cllnic131 manager to champion
  Document communication between 01, Med Exec & Gov Board                                zat1n/RN         Done            IReoorted in minutes occurance reoorts, etc)

    I                                                                                                                         I
 Pre-Op                                                                                                                       J4baVS
   Phone call for H & P                                                                  zetin!RN         Done                IRNcalls aliDatients-triggers to anesthesia
   Pre-admll visit for Dalient                                                           zerB!IRN         D one               IAvaiable-I!J)Jlrox 1/2 do on site visR topre.admnlt
   H&Ponchart                                                                            ZltrM{N          Done                IRoutlne
   EKG protocols                                                                         zerin            Done                I oer anesthesia
   Pre-Op tab WOik perfonned                                                             zerin            D one               lv er anesthesia
                                                                                         zem                              TAf ilreoobiiYS
                                                                                                                           fAilllts called -message left Ifno answer. Use pt satisfaction surv�_
   Monit ors                                                                                          Done
   Post opphone calls                                                                    zer1n            Done

    I                                                                                                                      I
                                                                                                                           1 4 OR and 1 Procedure room
                                                                                                                            OR's are smanbv-IOdavstandards, Table s are old. Have Steri s 1 svstern. P entax Gl scopes
 OR
   General cleanliness and order                                                         Zarin!RN                                                                                                                                MD do not flke
  jSpeciai!YequipmentpUrchased (e.g. lnstatrak)
                                                                                                      Done
                                                                                         Zarin!RN      Done                   JNeed uneteroscooe. l'hev share lntrumeots wUh nearby centers. Major Is sue with aiutoclave
                                                                                                                          _I
 Emergency Equipment                                                                                                      l
                                                                                         zeriniRN     Don e                   !,Center has 2 MH kils. butliiilvkeeos 1/2 or Dantrolene on site      shares with nearby center if nee
                                                                                                                              fAvalable
   Maflgnant hvDerthennia
   Difficult ln!Ubations                                                                 zartn/RN     Done
   Pedlallics                                                                            zeriniRN     Done                    IAvalable
   Crash cart                                                                            Zarin!RN     Done                    LAvalable-mock codes done
    I
 PACU                                                                                                                         �6 Bavs
   PattenVStaff rallo                                                                    zerin        Done                    !Varies bV-case load
   Pedia!JiCS                                                                            zerin/RN     Done                 I                                                                                                                      1:01

   Discharge by�hysidan                                                                  zerin        Done                Wrders wriUen-bY-MD bul notfitlielV
   Narcotic controls                                                                     Zarin/RN     Done                THad diversion issue 1 !lear aao-orocedUJes amend ed to prevent furtherproblems
   Phvstclan present Ull patients gone                                                   Zarl n       Done                . MAJOR CONCERN-raDroted that 90% of tl me anesthesa      i leaves before_pt Is discharged

    l                                                                                                                      I
 Staff                                                                                                                    I
   Overview ofskills, capabilities and !enure                                            zennJRN      Done                IS Clinical FTE -1- Pmpool, Thev do use aaencv nurse sometimes
   Background checks        on RN's?                                                     Zarin/RN     Done                IR outin e irlduding drug screens
   ACLS requirement'                                                                     zetin!RN     Dona                jAll RN in PACU
   PALS raqurement                                                                   zariniRN                            -IRN fn PACU Cit pedi cases on schedule
    I                                                                                                                     I
Accreditation                                                                                                                                                                                                                                                      -
   Joint Commission or AAAHC                                                         zerin!RN         Done                lSurveved inti.iiiY2009
   �?�.-                         -· .                           -                    zerin/RN         Done                                                                                                                                        2012
   Review last survey                                                                zerin!RN         Done                    Issues with credential ina   and PI DI'OIII'lll1l                                                                                   -
   I                                                                                                                      I
                                                                                                                          I.
                                                                                                                          �Have had 5 CMS/Siate surV<!VS
Medc               i ication
   i are/State Certf
  Date effecUve                                                                      zerin/RN         Don e
  Review last Medicare Survey                                                        zetin!RN         Done                !Issues with life safetly andRadi oloav          noted to be compliant on last SIJrvay)
                                                                                                                          I
XRav                                                                                                                      I
 Rad Techs      or R.N.s                                                             zer1n            Done                dRadtech




         CONFIDENTIAL                                                                                                                                                                                                                             D_000640
Paoo1                                                                                                      DuncarNIIIe ASC P�lclan O..ollillg9f>co Sop! 28 2010.x1s                                                                                          6/18/2ll1(
                                                                                                                  Sworn Record 0254

                                                                                                           Physician Due Diligence Report




                                                                                         Duncanville Surgery Center September 28, 2010
                                                                                                              when
                                         ZariniRN means items is also reviewed b)'RN        Resp •        Completed                                                                 Comments
                                                                                                          Marl<
                                     •




 EOGETM Reportable Events
  lnfectlon rate
                                                                                                                                                                                                             ----           _________                     I --
            stte surgery                                                                 Zarln/RN        Done                            for surgery NOT FOR BLOCKS. Have had 2 wrongsites on pain cases
                                                                                                                                                                                                                                                          1
     How does items being monitored compare to.EDGE items?                               ZarlniRN        Done                 Participate in ASC OC renorting
     Wrong                  ·                                                                                                 Follow UP


     Will EDGE reporting require PhysiCian behsvlor modification?                        zarin!RN        Done                 No
     For hospitals · evaluate utnlzation review, in particular, medical necessity        Za!WRN          NA
     documentation for Observation cases and Inpatient Admissions
                                                                                                                              I




 Clinical Nurse Manager I Director                                                                                            Hal Mayo is Adiiiili No clinical manager-Cindv Rogers, RN does much of the work
   Management I LeadershiP AbUiW                                                                                              Need clinical manager-no colhesive quality program, no educationprogram.
  !Clinical skiDs I tenure                                                                                                    Hal ls knowlegeable, althouah he does not see himself here long term
     II
 Medical Director
  Review Contract                                                                                                             Dr. Anna Taker-contractiriplace (according to Hal), but not seen
  Specialty                                                                                                                   Colon and Rectal Suroetv
_


     Leadership   Ability                                                                                                     Reported as very good. She Is available and has the respect of MDs
 Anesthesia                                                                                                                   Anesthesia seems to be a slanlflcant problem. Some surgeons are not happywith coverage and want to brlll!l.in own .anesthesia
  IM.D                                                                                                          - IPinnac!e
                                                                                                                                                                                                                                                             __



                                                                                           "-'---- ! .'o<='---                                                                                                                                        I
                                                                                                                                                                                                                   ·



 -1 CRNAs                                                                                              :.=..---- �=:
                                                                                                                   Re
                                                                                                                    "!'.
                                                                                                                    ep:oc::
                                                                                                                          rt•:; ()f CRNA controlliflg schedule and COV<1fBII&-OIO to salistacllon of surgeons.
    Arrangement                                                            Pfeij()rted to be '90% exclusive• with Pinnacle
                                                                           No          s ou v or               e me s to vlde       r�an::
                                                                                                                                        d s:   n:
                                                                                                                                            v u:
                                                                                                                                           a::
                                                                                                                                           �        d:
                                                                                                                                                ll i:·� s:ha�
                                                                                                                                                         c= m•e==     . . ------ - ..
                                                                   � ::
                                                                    ::  ::
                                                                       :: � �� �
                                                                              !�    �]
                                                                                    � ·�h�� �  ���
                                                                                               re
                                                                                            �ieW  � if�� ��
                                                                                                        reau i��� ��iE�
                                                                                                                   rn
                                                                                                                 for     oro
                                                                                                                        BMI , ::::
                                                                                                                           �=      •�
                                                                                                                                   :
                                                                                                                                cove ==�
  �
tj�  ��
     ,- : �eo
         'with    cl�
                  �
                rra
              nnpatient
           ' "�          �   �i:�����;;:::::::::::::::::::t.��====�        ASA
                                                                           none noted
                                                                                           rev    IW
                                                                                                   �aneslhesla                                                   ===-��      ----"'---·· -
  �ssues                selecllon, steeoapnea I BMT
                 mi.Rnt o
                        P I..,.,inn ant> ,..,_                                  1-3,  BMl                          hiiih                                                                     -          ··
                                                                                                                                                                                                                                   ·
                                                                                                                                                                                                                                   -
 •



 J..L. .
 Credentials
  Review tor timefiness (selected ffies                                                                                           lssuea noted
                                                                                                                              NonSif
     on-sneer bvconrract                                                                                                             e-usepnmarvsource anaAMADrome
     irining of re-credentia[ng                                                                                                very<!years. sepeerreonew

 General Comments (be sure to debrief with RN and comPare notes)
                                                                                                                                                                                                                                                          --

            Duncanv!Je Surge<yCenter is an old facility. It opened in 1985. The faciUty and equipment are qune daed. There are some utgent issues with au!odaves. There are some cllnical Issues of concem, most importantly !hat Hhere Is
       onen no physician in the ASC .-,m the patients are discharged. There are some signifiCant problems willi anesthesia coverage. There is essentially no quafity program In place. The center is not busy-<:��rrenUy dOing 220 cases/month.
                                                                                                                                                                                                                                                          ,_
       The


       They are closed on Tuesdays because of lacl< of volume. There are 18 partners. most are l3's. The partners are not committed to the center-most are splitters and this facility has had no distributions. l llinl< that !lis faci6ty will need a
       slgniftcant iomount of capilat and effort to bring up to USPI stanctanls. If the plan Is to close the facility and move 10 our DeSoto ASC tt can be run for� months. Even that will require improvement with the anesthesia situation and
       addressing the pressing issues with the sterilization equipment
                                                                                     I               I                    I




          CONFIDENTIAL                                                                                                                                                                                                                          D_000641
Paga2                                                                                                     Duncanville ASC Physician Otle Olllgnce S&f)t 28 201O..xls                                                                                        611 812014
 Sworn Record 0255




EXHIBIT E
                                         Sworn Record 0256



                                             R E DACT E D




From: Lance H ughes [mai!to:lhughes@bcmaustin.com]
Sent: Wednesday, February 2.7, 2.013 1 :37 PM
To: Zurelkat, Faris
Subject: RE: Final Walk through and banding over the keys

You may or may not be aware tha t we have filed suit i n regards to Ten a nt ' s
a ban d onment of t h e premises, failure to maintain the building systems, a n d
fail ure t o com ply with t h e legal req uirements for o pe ra tion o f a surgery c enter
will now re q uire exte nsive re nova tions that are c hargeable to Ten a n t u nd e r the
Lease . If Tenant is interested in inspecting the premises a nd disc ussi n g the
necessary sc ope of work, a nd payme nt� for modificati ons require d to us e the
fa cility wit h a new tena nt, and for its intended use ( a surg ery c e nter) , please
a dvise.

Lance R. H ughes
Hughes Capital Management, I nc.
1301 Capital of Tx Hwy
Suite A-300
Austin, Texas 78746
lhughes@hcmaustin.com
Direct Lin e 512.615.9502
fx 512.328.0149


From: Zurelkat, Faris [ma!lto:fzureikat@uspi.com]
Sent: Tuesday, Februa ry 26, 2013 12 :09 PM
To: Lance Hughes
Subject:   Final Walk through and handing over the keys


Dear Sir,

W h e n would you be able to do the walk through a nd get t h e keys .

I was u n der the i m pression that the 261h was the date as per a letter you
receiv e d from Case Lease Administra tio n.

Looking forwa rd t o your response.

Than k you,

                                                    1

                                                                                CONFIDENTIAL
                                                                                    0_000297
                                               Sworn Record 0257




Faris Zureikat, MBA, CASC
Administrator
North Texas Surgery Center
7992 Wes t Virginia Drive
Dallas, TX 75237
P: 9 72-283-2400
F: 972-283-0099
C: 2 1 4-226-9384

 Confidentiality Notice: This m essage and any attachments are for the sole use of the intended
 recipient (s} and may con tain information that is privileged and con fidential. If yo u are not the
 intended recipient or a person responsible for delivering this m essage to on intended recipient.
 yo u are hereby notified that any dissemination, distribution, or copying of this comm vnication is
s tric tly prohibited. If yov are not the intended recipient or a person responsible for delivering this
  message to on intended recipient. please contact the sender immediately by reply email and
                                destroy all copies of the original message.



CONFIDENTIALITY NOTICE: This message a n d any attachments are for the sole use of the intended reclpient(s). This
message Is confidential a n d may a lso be privileged. If you a re not the I ntended recipient, please contact the sender
imm ediately, delete the contents of this message and do not use It for any purpose.


CONFIDE NTIALITY NOTICE: This message and any attachments are for the sole use of the I ntended reclplent{s). This
message Is confidential a n d m ay also be privileged. If you are not the Intended recipient, please contact the sender
Im med iately, del ete the contents of this message a nd do not use It for any purpose.




                                                             2

                                                                                                          CONF.I DENTIAL
                                                                                                              0_000298
 Sworn Record 0258




EXHIBIT F
Sworn Record 0259




                    C O N F I D ENTIAL
                           0_0 00075
Sworn Record 0260




                    CONFIDENTIAL
                        0_000076
Sworn Record 0261




                    C O N F I D E NTIAL
                           0_000077
Sworn Record 0262




                    C O N F I D E NTIAL
                           0_000078
Sworn Record 0263




                    CONFIDOriAL
                        u-0;)(1(•7J
Sworn Record 0264




                    C0Nfi[)I.;P8AL
                        o_::::::oos·J
Sworn Record 0265




                    CQNFIOENH•.l
                        D_OOIJ:4!1
Sworn Record 0266




                    CONFIOf.NTIAL
                        o_ooo;J�'
Sworn Record 0267




                    CONfiDENTW.
                        D_f�OOOS3
Sworn Record 0268




                    C O N F I D E N TIAL
                           0_000084
Sworn Record 0269
          -
mooo a
l'o'1.1N 3'QI.:I NO:J
                        Sworn Record 0270
Sworn Record 0271




                    C O N F I D E NTIAL
                          0_0 000 87
Sworn Record 0272




                    C O N F I D E NTIAL
                           0_000088
Sworn Record 0273




                    CONFID ENTIAL
                        0_000089
Sworn Record 0274




                    CONFIDENTIAl.
                        0_0001)90
Sworn Record 0275




                    CGNFIDENTIAL
                        o_oo;�91
Sworn Record 0276




                    C O N F I DENTIAL
                           0_000092
Sworn Record 0277




                    CONFIDENTIAl.
                        0_000053
Sworn Record 0278
Sworn Record 0279
Sworn Record 0280




                    CONFIDENTIAL
                        0_000096
Laoooo-a
"MlN31J I�N OD·
                  Sworn Record 0281
Sworn Record 0282




                    C O N F I D E NTIAL
                           0_000098
Sworn Record 0283




                    C O N F I D E NTIAL
                           0_000099
Sworn Record 0284




                    CONFI DENTIAL
                        0_000 1 00
Sworn Record 0285




                    CON F I D E NTIAL
                         0_000 1 0 1
Sworn Record 0286




                    CON FID ENTIAL
                         0_0 0 0 1 02
Sworn Record 0287




                    CONFID�N) IAL
                        D_OOC103
Sworn Record 0288




                    C O N F I D E NTIAL
                           0_000 1 04
Sworn Record 0289




                    C O N F I D E NTIAL
                           0_000 1 05
Sworn Record 0290
Sworn Record 0291
Sworn Record 0292




                    CON FID ENTIAL
                         0_0 00 1 08
Sworn Record 0293




                    CONFIDE NTIAL
                        0_000 1 09
Sworn Record 0294




                    CONFID ENTIAL
                        0_0001 1 0
Sworn Record 0295




                    CONFIDENTIAl
                        o_coo111
Sworn Record 0296




                    CCNfiDE:Nn�.L
                        o_co01 17.
Sworn Record 0297




                    CONFID ENTIAL
                        0_00 01 1 3
Sworn Record 0298




                    CONFIDENTIAL
                        0_000 1 1 4
Sworn Record 0299




                    C O N F I D E NTIAL
                           0_000 1 1 5
Sworn Record 0300




                    C O N F I DE NTIAL
                           0_000 1 1 6
Sworn Record 0301




                    C O N F I D ENTIAL
                           0_0001 1 7
Sworn Record 0302




                    CONFID ENTIAL
                        0_00 0 1 1 8
Sworn Record 0303




                    CONFI DENTIAL
                        0_000 1 1 9
Sworn Record 0304




                    CONFIDENTIAL
                        0_0 0 0 1 2 0
Sworn Record 0305




                    COOFIDE�llA<.
                        :>_::0121
Sworn Record 0306




                    C O N F I D ENTIAL
                          0_000 1 2 2
      -
CGL000 0
l\>'llN30l-"NO:)
                   Sworn Record 0307
Sworn Record 0308




                    CONFID ENTIAL
                        0_000 1 24
Sworn Record 0309




                    CONFIDENTIAL
                        0_000 1 25
Sworn Record 0310




                    CONFI DENTIAL
                        0_0001 26
Sworn Record 0311




                    CONFIDENTIAL
                        0_0001 27
Sworn Record 0312




                    CONGID€.•\nAL
                        O_QC-QI28
Sworn Record 0313




                    CONFIOCN IIAI.
                         J_::·:::·012�
                          .
                    . �-·:

Sworn Record 0314



                              �
                              f­
                              z
                              w
                              0
                              lL
                              z
                              0
                              l)
Sworn Record 0315




                    CONFI DENTIAL
                        0_000 1 3 1
Sworn Record 0316




                    CONFIDENTIAL
                        0_000 1 32
Sworn Record 0317




                    CONFIDENTIAL
                        0_000133
Sworn Record 0318




                    CONFI D E NTIAL
                         0_0001 34
Sworn Record 0319




                    CONFID ENTIAL
                        0_000 1 35
Sworn Record 0320




                    CON F I D E N T IAL
                         0_000 1 36
    Sworn Record 0321




•


!




l




                        COI\1'II)�II:TIAi.
                              o_v.:::C\t:\7
Sworn Record 0322




                    C O N F I DENTIAL
                           0_000 1 38
Sworn Record 0323




                    CONFIDENTIAL
                        0_00 0 1 39
 Sworn Record 0324




EXHIBIT G
                                                                     Sworn Record 0325


Message

From:               Lance H ughes [ l h ug h es @ h cm a usti n . com]
Sent:               10/18/2011 1 1 :37 :06 AM

To:                 Moss, Jarod [J Moss@uspi .com]
Subject:            Duncanvi l l e Surgery Center letter
Attachments:        J a rod M oss Chris Barnet 10. 1 8 . 1 l . doc




Jarod, please see the attached letter. I never heard back from you regarding the rem oval of the Generator. La nce


Lance R . H ughes
Hughes Capital M a n agement, Inc.

130 1 Capital of Texa s Hwy.
Suite #A-300
Austi n , TX 78746
l h ughes @ h c m a ustin . co m
Di rect ( 5 12) 6 1 5-9502
Mobile (5 12) 413-8303
Fax ( 5 12) 328-0149




                                                                                                            HUGHES 00051 1
                                                      Sworn Record 0326




                                                                           Via rt Class US Mail
                                                                           October 1 8, 20 1 1



Mr. Jarod Moss Umoss@uspi.com)
USPI
1 5305 Dallas Pkwy, # 1 600
Addison, TX 7500 1


Mr. Chris Barnet
Case Healthcare
1 4785 Preston Road, #75 0
Dallas, TX 75254

          Re: Duncanville Surgery Center, Patricia Hughes Landlord



Dear Jarod:

Thi s message is in regard to the Lease Agreement between Patricia Hughes, as Landlord, and Surgical
Center of Duncanville, L.P., dated Jw1e 1 , 2004, as assigned to Baylor Surgicare at Dtmcanville, LLC on
November 1 ,20 1 0 . You are currently in default of the Lease Agreement as a result of the surgery center
having been closed and your abandonment of the leased premises.            In addition, it has come to our
attention that certain fixtures and equipment, including, but not limited to the generator, have been
removed from the leased premises.

Pursuant to the terms of the Lease Agreement, in the event that the Tenant abandons or vacates the leased
premises for a period of seven days or more, whether or not Tenant is in monetary default, an event of
default occurs under the terms of the Lease . During an event of default, the Tenant is not authorized to
remove any trade fixtures or movable equipment or furniture from the leased premises. In addition, any
property affixed to the floor, walls or ceiling, including, but not limited to, the generator, all ceiling and
wall mounted surgical lights, medical gas lines and the like, are always to remain on the leased premises
and are to be surrendered with the leased premises at the expiration of the lease.

The generator, together with all other property removed from the leased premises, must be returned as
soon as possible . In addition to the removal of these items resulting in an additional breach of the lease,
we believe that the absence of this equipment will impair our ability to attract an appropriate replacement
tenant for the leased premises. In addition, at this time you still have all keys to the leased premises
which must be returned so that we can make the leased premises available to prospective tenants for
inspection.

We would appreciate your immediate response to these requests so that we can identify a replacement
tenant for the leased premises, which may reduce Baylor Surgicare at Duncanville, LLC ' s obligations
under the Lease Agreement. As you are aware, we have already been contacted by a couple of potential
tenants regarding the surgery center. It is imperative that both of us cooperate in an effort to find a
replacement tenant, which will be in the best interest of all parties.




L:Lance!Duncanville!JarodMossChrisBametlO.l 8 . 1 1




                                                                                                       HUGHES 0005 1 2
                                          Sworn Record 0327




Mr. Jarod Moss/Chris Barnet
October 12, 20 1 1
Page 2



I look forward to hearing from you at your earliest convenience . We are prepared to show the leased
premises to potential tenants as soon as all missing fixtures and equipment have been returned to the
l eased premises and we have keys to the leased premises.


Yours very truly,



Lance R. Hughes




                                                                                               HUGHES 0005 1 3
 Sworn Record 0328




EXHIBIT H
                                                        Sworn Record 0329




Kathleen Rennscheidt

From:                                    Lance Hughes
Sent:                                    Monday, J u ne 10, 2013 11:24 AM
To:                                       Kathleen Rennscheidt
Subject:                                 FW: contact




La nce R . H ughes
Hughes Ca pital Management, Inc.
1301 Capital of Tx Hwy
Suite A-300
Austin, Texas 78746
l h ughes@hcmaustln.com
Di rect line 5 12 .6 15 .9502
fx 512.3 28.0 149



From :   Lance H ughes [mailto:lhugbes@hcmaustin.com]
Sent: Friday, Aug ust 26,       2011 1 2 : 1 0 PM
To: Moss, Jarod
Subject: contact

The fellow that called me rega rding the lease on the s u rgery center in Duncanville is anxio us to see if we can move
forward. H is use is I m aging.     Who is my contact at US PI to get a proposal for him approved? I co uld also j ust m a ke him
a n offe r that I think i s fair and if he ta kes it try and get US PI to agree. You may prefer a buyout of the remaining term
b ut I cannot get you a n u m ber on that until ! know what he will pay. La n ce


Lance R. Hughes
Hughes Capital Management, Inc.
1301 Capital of Texas Hwy.
Suite #A-300
Austin, TX 78746
lhughes@hcmaustin.com
Di rect (512) 61S-9S02
Mobile (512) 413-8303
Fax (512) 328-0149




                                                                    1




                                                                                                         H UG H ES 0030 1
                                                     Sworn Record 0330




Kathleen Rennscheidt

From:                               Lance H u ghes
Sent:                               Monday, J u ne 10, 2013 1 1:24 AM
To:                                 Kathleen Rennscheidt
SLibject:                           FW: Contact




lance R. Hughes
H ughes Capital Management, Inc.
1301 Capital of Tx Hwy
Suite A-300
Austin, Texas 78746
l h ughes@hcmaustin .com
Direct Line 512 .615 .9502
fx 512 .328 .0149



From: Lance Hughes [mailto : lhughes@hcmaustio.com]
Sent: Thursday, August 25, 20 1 1 3:26 PM
To: Moss, Jarod
Subject:    Contact


Nathan, representing P referred Imaging has contacted me rega rding a su b-lease of the b u i ld ing. Can you sent me the
contact info for the person who will ha ndle this req u est from USPI. lance


lance R. H ughes
H ughes Capital Management, I nc.
1301 Capital of Texas Hwy.
S u ite #A-300
Austin, TX 78746
lhughes@hcmaustin .com
Direct (512) 61 5-9502
Mobile (512) 413-8303
Fax (512) 328-0149




                                                               1




                                                                                                   HUGHES 00302
 Sworn Record 0331




EXHIBIT I
                                            Sworn Record 0332




Re: The Surgery Center
1018 E. Wheatland
Duncanville, Tx


April 1 8, 2013


Dear Leslle Hill,


This Letter of Intent is contingent upon the prospective Buyer's and Seller's willingness to execute a standard
Purchase Agreement as well as review and approve of the details of the transaction proposed above by the
appropriate principal parties of the Buyer and Seller.


IT is understood and agreed that the foregoing con&titutes    a   Letter ofIntent setting forth the major business
points from our discussions.    It is further understood that neither party intends to create al).y contractual rights or
obligations as a result of entct·ing into this Letter ofIntent. No binding agreement or rights or o bli gation s shall
arise as the result of executing this letter or with respect to the proposed transactions unless and until we execute
definitive documentation incorporating the provisions and othet· appropriate terms.

This letter expresses Purchaser's interest in pur..:hasing the above referenced Property under the fol lowing terms
and conditions :


Purchaser:                    Dr. Tien Phan, Dr. Dung Ngoc Huynh and or Assignee which must be               approved
                              by Seller

                              Address: 4939 Soaring Eagle Ct.


                              City: Grand Prairie         State: Texas        Zip:   75052


                              Phone: 408-835-3726


                              Email:   tdphan2000@yahoo.com


Price:                        $1,100,000


Earnest Money:                As consid eration for the purchase of the Property, Buyer shall deposit $50,000
                              (" Earnest Money") due within seventy-two (72) hours of the execution of the
                              Contract for Sale and Purchase. Earnest Money shall become non-refundable
                              at the expiration of the Inspection Period.
                              The "Effective Date" of this Agreement for the purpose of performance of all
                              obligations is the date the escrow agent receives the Contract afte r all pArties
                              execute the Contract.


Insp ection P eriod:          Thirty (30) days from Effective Date, which shall meau the date on which the
                              later of the parties executes a Contract for Sale and Purchase. Due Diligence
                              Do cuments (" Docum ents " ) will be forwarded immediately upon Effective Date
                              of the Contract for Sale and Purchase Agreement.
                              Option: Buyer shall have two (2) thirty (30) days extensions after the Inspection
                              period by payment to Seller of $10,0 00 for each of two thirty day periods which
                              Is not refundable as is not applica ble to the purchase pric e.


Due Diligence:                Seller shall provide buyer with site plans, building plans, environment
                              assessment or report, current tax record, insurance policy        or any plans that is
                              related to the property which are in Seller's p ossession.

FinanciRl Information:        Buyer's agree to provide flnancial information or references thllt verify Buyer
                              has sufficient liquidity and financial strength to complete the proposed
                              purchase.




L:Lance/Duncanvllle/PhanLOl                                 Purchaser's I n itials   ___      S<lld•   '""'''�
                                                                                                            H U G H ES 001 29
                                            Sworn Record 0333




Closing Date:                 Thirty (30) days after expiration of the Inspection Period.

Closing Cost:                 Seller shall provide title policy. Buyer may elect to obtain a survey at their cost.

Property Condition:           Property is being sold "AS IS". Seller shall agree to Install a serviceable backup
                              generatoli' and repair to servic�aok on autoclave.

MJneral Rights:               Seller shall convey all mineral rights it bas to the Buyer at closing of escrow.

Contract Period:              Within ten (10) busines� days of the Effective Date of this Letter of Intent,
                              Purchaser and Seller shall enter into a binding Contract for Purchase and Sale
                              (the "Contract"). Failure to reach an agreement will allow the Sellcz· to
                              consider this agreement void and accept offers from other parties.

Broker Commission:            Seller and Buyer acknowledge tbat Seller shall pay Jennifer Trab of Avignon
                              Realty (Buyer Broker) a three (3) percent commission for the sale of the
                              property or a 50/50 commission split. Seller shall pny all real estate
                              commissions relating to tbe sale of the Property. The closing of this transaction
                              is a condition precedent to this commission being earned by any broker.

Please note that this Letter of Intent will be withdrawn if Purchaser has not received your acknowledgement by
April 1 9, 2013 at 5:00 p.m. CST.

If th e foregoing accurately reflects our discussions, please acknowledge same by returning a signed copy ofthis
letter. Execution of this Letter ofintent by the undersigned agent in no way binds or obligates the Buyer or
Seller of any of its principals.


Sincerely,


Agreed and Accepted: Buyer

By :,   ________________




Printed:   ________                                                         hrn� l(!'h� CffJjr+)
Dated:   ________                                                Dated:     f /te./1 3  � �� /'




L:Lance/Duncanvllle/PhanLOI                                Purchaser's I n itials




                                                                                                       H U G H ES 0 0 1 3 0
 Sworn Record 0334




EXHIBIT J
                                             Sworn Record 0335




                            ARMB R U S T & BR OWN, PLL C
                                  ATT O R N EYS     A N D   C O U N S E L O R S

                                          100 CONGRESS AVENUE, SUITE 1300
                                              AUSTIN, TEXAS 78701-2744
                                                    51 2-435-2300

                                             FACSIMILE 51 2-435-2360                Cert ified A r t i c l e N u mber
Mark L. Hawkins                                                                                          -


                                                                                  7 196 9008 90 4 0 1 4 83 7891
                                                                                                 �


(512) 435-2309
mhawkins@abaustln.com
                                                                                       SEN DERS R ECORD



                                             February 7, 20 1 3
                                                                                      �END ERS RECO RD
Baylor Surgicare at Duncanville, LLC                          Via Certified Mail, RRR and
Attn: President                                               Via Facsimile No. (9 72) 296-138 7
3 50 N. Saint Paul, Suite 2900
Dallas, Texas 7520 1 -4234


Texas Health Ventures Group, LLC                              Via Certified Mail, RRR and
Attn: President                                               Via Facsimile No. (972) 267-0084
1 53 0 5 Dallas Parkway, Suite 1 600-LB28
Addison, Texas 7500 1


Baylor Surgicare at Duncanville, LLC                           Via Certified Mail, RRR
Texas Health Ventures Group, LLC
c/o Registered Agent
CT Corporation
350 N. St. Paul Street, Suite 2900                                                        S E N D E R S R EC O R D      --   1
Dallas, Texas 7520 1


           Re:      Lease Agreement between Patricia Hughes, as landlord and Surgery Center of
                    Duncanville, L.P. as tenant, dated June 1 , 2004 ("Lease") ; Assignment and
                    Assumption of Lease and Landlord Consent between Patricia Hughes as landlord,
                    Surgery Center of Duncanville, L.P. as assignor, and Baylor Surgicare at
                    Duncanvile, LLC as assignee, dated November 1 , 20 1 0 ("Assignment"); and
                    Lease Guaranty Agreement by Texas Health Ventures Group,                      LLC dated
                    November 1 , 20 1 0 ("Guaranty").

Dear Sir or Madam:

           I represent Patricia Hughes in connection with claims that are being made against Baylor
Surgicare at Duncanville, LLC and Texas Health Ventures Group, LLC for breach of material
covenants under the referenced Lease by B aylor Surgicare at Duncanville, LLC, including
without limitation, the vacation and abandonment of the leased premises in violation of
paragraph 24 of the Lease and in failing to maintain the necessary building systems as required
under paragraph 1 4 of the Lease.          It is particularly objectionable that Baylor Surgicare at
Duncanville, LLC failed to maintain the facility ' s generator (that was owned by my client),
removed it, gave it to a third party, and thereafter took steps to insure the closure of the surgery
center. Knowing the consequences of such action, it is hard to believe that Baylor Surgicare at
Duncanville, LLC ' s conduct was not malicious with designs of obtaining a competitive
{ W057 1 480. 1 }
                                                                                          H U G H E S 0004 7 1
                                          Sworn Record 0336




ARMBRUST & BROWN, PLLC
Page2



advantage over a successor tenant. As you are aware and have acknowledged, these acts and
omissions have compromised my client's ability to procure a replacement tenant without
significant modifications to the space for the necessary licensing. At this time it is anticipated
that the modifications to the premises alone will exceed $1,000,000.00.

        In response to Brandy Dollenger's January     31, 2013 letter,   my client does not consent to
installation of a new generator or modifications to the premises, which will more than likely
further disrupt my client's efforts to mitigate the inevitable loss.

       If you have any interest in trying to assist in the mitigation of my client's losses, please
advise; otherwise, I am instructed to initiate a lawsuit. Now that you have notice of a potential
lawsuit, please takes steps to place a litigation hold on any documents or other evidence relating
to the surgery center.

                                                Very truly yours,



                                                    M�
                                                Mark L. Hawkins



MLH:klf

cc:     Patricia Hughes

        Brandy Dollenger




{WOS71480.1}
                                                                                    HUGHES 000472
                                        Sworn Record 0337




 -=w· UNITED STIJTES
... POST.4L SERVICEw

Date Produced: 02/18/2013




WALZ CER T IF IED MA IL SOLUT IONS LLC



The following is the delivery information for Certified Mail™ item number 7196 9008 9040
1483 7723. Our records indicate that this item was delivered on 02/11/2013 at 09:19 a.m. in
DALLAS, TX, 75201. The scanned image of the recipient information is provided below.




Signature of Recipient:




                                                                          .
                                                                      1 .. .

Address of Recipient:




Thank you for selecting the Postal Service for your mailing needs. If you require additional
assistance, please contact your local post office or Postal Service represent ative.


Sincerely,



United States Postal Service




                                                                               HUGHES 000473
                                        Sworn Record 0338




iif'11!11 UNTnOSTATES
,.-. POST�LSERVICE...

Date Produced: 02/18/2013




WALZ CERTIFIED MAIL SOLUTIONS LLC



The following is the delivery information for Certified Mail™ item number 7196 9008 9040
1483 7839. Our records indicate that this item was delivered on 02/11/2013 at 09:19a.m. i n
DALLAS, TX, 75201. The scanned image of the recipient information is provided below.




Signature of Recipient:




                                                          . : ... �

                                I   .


                             �- N· fJ'[flt!Jt_
Address of Recipient:
                                                                      :r;r,oo


Thank you for selecting the Postal Service for your mailing needs. If you require additional
assistance, please contact your local post office or Postal Service representative.


Sincerely,



United States Postal Service




                                                                                HUGHES 000474
                                        Sworn Record 0339




 _. IJNrrEDST.4TES
 ,. P0.St.4L SERVICE            w




Date Produced : 02/18/2013




WALZ CERT IF IED MAIL SOLU T IONS LLC



The following is the delivery information for Certified Mail™ item number 7196 9008 9040
1483 7891. Our records indicate that this item was delivered on 02/11/2013 at 11:00 a.m. in
ADDISON, TX, 75001. The scanned image of the recipient information is provided below.




Signature of Recip ient:




Address of Recipient:




Thank you for selecting the Postal Service for your mailing needs. If you require additional
assistance, please contact your local post office or Postal Service representative.


Sincerely,



United States Postal Service




                                                                              HUGHES 000475
 Sworn Record 0340




EXHIBITK
                                            Sworn Record 0341



                           ARMBRUST & BROWN, PLLC
                                 ATTORNEYS AND             COUNSELORS

                                         100 CONGRESS AVENUE, SUITE 1300
                                            AUSTIN, TEXAS 78701-2744
                                                  512-435-2300

                                            FACSIMILE 512·435-2360
Mark L. Hawkins
(512) 435-2309
mhawkins@abaustin. com




                                              June 21, 2013



VIA CERTIFIED MAIL,           RRR

Nathan B. Baum
Fulbright & Jaworski, L.L.P.                                                        -                     -----



2200 Ross Avenue, Suite 2800                                                            SENDERS RECORD
Dallas, Texas 75201


         Re:       Cause No. DC-13-02334-L; Patricia Hughes                  v. Desoto Surgicare Partners, Ltd.
                   and Texas Health Ventures Group, LLC;                   In the 193rd Judicial District, Dallas
                   County, Texas

Dear Mr. Baum:

         Enclosed please find the following:

         1.        Plaintiff's Responses to Defendants' First Set of Requests for Admissions;

         2.        Plaintiff's Responses to Defendants' First Set of Interrogatories;

         3.        Plaintiff's Responses to Defendants' First Set of Requests for Production of
                   Documents; and

         4.        CD with documents bates labeled HUGHES 00001-00444.




                                                   Mark L. Hawkins



MLH:klf
Enclosures.




{W0585732. I}
                                                                                    ·"                            Sworn Record 0342




      Nathan B. Baum
TO: Fulbright & Jaworski, L.L.P.
    2200 Ross Avenue, Suite 2800
    Dallas, TX 75201




REFERENCE: Hughes/Duncanville

        7196 9008 9040 1811 9023
PS Form 3800 ' January 2005

RETURN
RECEIPT
               Postage

               Certified Fee
                                                                   -            �        '

                                                                                    l •2.:;
SERVICE
               Return Receipt Fee
                                                                                             . '
               Restricted Delivery                                                                   '•


               Total Postage        &   Fe(/s:
                                            :   (   .
                                                                            �
                                                                                    ( G -.1               '

            USPS•                           , :POSTMARK OR DATE                                • .   .·'




  Receipt for                                           ··:-                             '


 Certified Mail™                                           ..:   , -- ':>
                                                                  ·
 No Insurance Coverage Provided
 Do Not Use for International Mail

. -�----   -�--
                    -·--   --   -       -       -                                                     -       -   ..
Sworn Record 0343
                                      Sworn Record 0344




        . UNITED STiiTES



Date Produced: 07/01/2013




WALZ CERTIFIED MAIL SOLUTIONS LLC



The following is the delivery information for Certified Mail™ item number 7196 9008 9040
1811 9023. Our records indicate that this item was delivered on 06/24/2013 at 11:12 a.m. in
DALLAS, TX, 75201. The scanned image of the recipient information is provided below.


                                                                         ·*'"71:.«
                                                                   ....... \\jii..
Signature of Recipient:

                                                                             · . ..... .. ...




Address of Recipient:




Thank you for selecting the Postal Service for yoUr mailing needs. If you require additional
assistance, please contact your local post office or Postal Service representative.


Sincerely,



United States Postal Service
 Sworn Record 0345




EXHIBITL
                                                                              Sworn Record 0346



*·                                      REPUBLIC TITLE OF TEXAS, INC.                                                                        DATE:      08/02/2013·
                                                                                                                                             GF NO:     13R01962 NDB
                                                                                                                                                                       -'-----

                                                   SELLER'S STATEMENT
                                                                                                                                        FAST    GF:     1002-54311
REPUBLIC TITLE®
     SALE FROM:          Patricia     � Hughes
                                                      s t __
                                                   ve__    m e__n t_s________________________________
                                                                                                     _


     SALE     TO:                       �
                       --�G�r-a-p7h�i�t e -o
                                          W ��l�
                                             r�  I_
                                               d -n__                  LLC          ------
     PROPERTY:             I
     ADDRESS:          _1Q.f.:!l _,¥,1!f§.�:f!:�.... J�).! ...P�c:anville            I    :r'E��-. ?�:1:1:_6   _____         ..�---··   .




     SALES PRICE:


     REIMBU RSEMENTS/CREDITS

                                                                                                                     $
                                                                                                                     $
     ------                                                                                                          $
     ------- -----                                                                                                   $
     ------- -----· ------                                                                                           $
     ______                                                                                                          $
                                                                                         TOTAL REIMBURSEMENTS/CREDITS
                                                                                                                                                        $                         00
                                                                                                                                                                               •.:...;:...
                                                                                                                                                                                       :.._.:
                                                                                                                             SELLER
                                                                                                                                                            ______



                                                                                                                                                        $    1 1 1001 000. 00
                                                                                         GROSS AMOUNT DUE TO




                                                                                                                                               75.67
                                                                                                                                               75.913
                                                                                                                                              375.00
                                                                                                                                               25.00
                                                                                                                                            61317.00




     Release        of Lien to           :   Hunter & Kramer,                P.C.                                                              85.00


                                                                                                                         __     ....
                                                                                                                                 1,7 .:;; 1 76.86
                                                                                                                                          4




                                                                                                                                 609,649.86
                                                                                                                                    2 51 0 OQ_:.QQ_




                                                                                                                                                        $      7311882.37
                                                                                                                                                        $   __         1 1_1-'---
                                                                                                                                                                    - '-_
                                                                                                                                                               3_6_8-       7. 6
                                                                                                                                                                               .;.  ..:
                                                                                                                                                                                  3'--


     Seller understands the Closing or Escrow Agent has assembled this .in.fol'llUlol:i n .representing the transll(tion from the best b1fo:rmation available from other
 solll'ces and cannot guarantee the ll(!curacy thereof. Any real estate agent or lender :involved may be furnished a copy of this Statement.
     Seller understands that tax and insurance prorations       and reserves were based on figures Cor the preceding year or supplled by others, or es timates for current
                                                                                                                                                    '
 year,   and in the eve:p.t of any change for current yoor,   all necessary acljustments must be made between Purchaser and Seller direct.
     The undersigned hereby au thorizes Closing or Escrow Agent to make expenditures md disbursements as shown above and approves same for payment. The
 undersigned also acknowledges receipt of Loan Fonds, if appll�able, Jn the aotollnt shown &bove and receipt of a copy of this Statement.
                                                                                                   SEE S�GNATURE               ADDENDUM                   · ----
                                                                                                                                                  ATTACHE�-
     REPUBLIC TITLE OF TEXAS,                     INC.



                                                                                                                   ------------

 c                                                                                                 ADDRESS
                                        existing JienS is r�g��red to the d ate indicated. If not paid by then, additional :interest will have to be C!ifiected alld
                                       ymir statement will be adjusted to have suffil:ient funds t�:� secure release from the lienholder.




                                                                                                                                                HUGHES 000479
.                                                            .                                                  ..                                                            .
                                                                                                                    Sworn Record 0347

                                            :95.�·· -'·   h:..:?.t.· ··�1 ..   ...,   ._   � .-   ..-··�·']          . ...                         #.u•.,-...,. ,., ...   '       ;            (   �.JJn?- r-·,·,: ...$), .    !�.,.......
    ,.:. • . � .� · -i   1 .-. ,;•••   -·                                                                      --            • , \,.-...-. •   I                                  , .. ,._ .                                  •.




                                                                                                              SIGNATURE ADDENDUM
                                                                                                              TO SELLER'S CLOSING STATEMENT
                                                                                                              GF NO. 13R01962 NP8


                                       PATRICIA HUGHES




                         -dii2 x£-�- -                                                                    -




                                                                                                                                                                                                               HUGHES 000480
 Sworn Record 0348




EXHIBITM
                                                      Sworn Record 0349
       MEDLINK

        July 26, 2013



        iHeart
        885 East Collins Blvd.
        Suite 110
        Richardson, Texas 75081

        Attention: Mr. George Geczy




                                                                                             Q
        Reference:      Proposal for iHeart South Dallas Facility

        We appreciate the opportunity to submit this proposal for the planning, design,         ng and
        construction for the new iHeart South Dallas Facility. We understand t�e.,proposedJHeart facility will
        be located at 1018 East Wheatland Road, Duncanville, Texas. This addres� is the current location of
        the vacated Duncanville Surgery Center. The existing facility will. e     ��o..,�'te��
                                                                                        and expanded to
        incorporate an MRI & CT suite, two Cath labs and one operatin      om witb�s6ciated spaces necessary
        to function as a licensed ambulatory surgery center.

                                                                        \
        The project will be delivered utilizing a fast track design- andi.COQStruc lon method to meet the project's
        accelerated schedule. The iHeart facility will be com pleted i �Y .ur phases, the first phase will include
        minor renovations and new finishes to the existing' 'ffia >'area. Phase II includes one Cath lab, one
        operating room, pre & post op areas, and patient wai ng. l'he third phase will include the second Cath
        lab, exam rooms, doctor offices and staff suppQrt areas. The fourth and final phase includes the MRI
        and CT imaging suite and new addition to.th� building. Phase I will be completed in 4 weeks from
        authorization to proceed; phase II completed in·l� weeks from authorization to proceed. All
        construction phases of the projectw(ll be completed in 24 weeks. We are currently working on the
        final design of the interior renov t'on 4,f,_ha�,j & II), so a project schedule with a July 1st start date is
        included for your review.              •V




            Architectur I Inter or Design, Structural and M.E.P. engineering
            TAS review and inspection
        •
         .4p esign rev ew with the Texas Department of Health
        ., pliysicist report
            The a.chitectural and engineering documents will consist of the following:
                Building Code and Zoning Ordinance review.
                Energy Code Analysis reports.
                Architectural demolition plan, new floor plan, and reflected ceiling plan.
                Interior elevations and millwork details.
                Plan details and section details.
                Door schedule and details.
                Room finish schedule and interior finish specifications.


400 East Royal Lane, Bldg 3, Suite 290                   Irving, TX 75039                   www .medlinkdevelopment.com


                                                                                                            iHeart 045
       MEDLINK                                           Sworn Record 0350




                Mechanical, electrical and plumbing plans, schedules and details
                Structural engineering plans and details.
                Project Specifications




                                                                                                                  ~
        Construction Phase Services:
        •
            All general trade work, electrical and mechanical work, and project management needed fortH
            construction of the Facility.
        •
            All required licenses are included.                                                           '-..      �
            A full-time job superintendent.
            Scheduled construction meetings with the client.
                                                                                                          '-..V
            Publish and update a construction schedule.
            Clean-up and haul away all construction related debris.
            Dumpsters for disposal of construction debris and materials
            Final cleaning.
            General liability insurance.
            Sales tax is included for commercial remodeling.
            Building permit fee.



            Keep a current and up to date copy of the con�tJ:uctio doc�ments on the job site marked with
            redlines for all changes that occur during work.
        •
            All existing conditions shall be field verifieo and re


        We have identified the scope of constr
        by CSI division as follows:

        DIVISION 2: SITE WORK & DEMO
            Saw cutting and removatofth.;.e·�isting concrete drive as required to facilitate modifications to
            electrical service. £) '�"-. .
            Demolition of int<_�o� _. .artti��Of!i s as required.
            Saw cutting and    :r,�     l of the existing concrete floor slab for new plumbing installation.


        DIVISION 3: CONCRETE
            Po� ing back of ttie site paving and plumbing trenches to match the existing floor slab design.
            Concrete floor slab for MRl and concrete pads for the equipment chiller as required.


        DIVISION 4: MASONRY
            Conc��te and brick masonry units required for the MRI expansion.
            Repair I replace damaged existing masonry units


        DIVISION 5: STRUCTURAL STEEL
            Structural steel columns, beams and roof joists for the MRI expansion.
            Floor supported structural steel and unistrut support system for both Cath Labs.




400 East Royal Lane, Bldg 3, Suite 290                       Irving, TX 75039               www .medlinkdevelopment .com



                                                                                                               iHeart 046
                                                    Sworn Record 0351
     IMEDLINK

        DIVISION 6: WOOD & PLASTIC
            AWl Custom grade Cabinetry and countertops for Cath lab and MRI millwork
            Repair I resurface existing millwork currently damaged or delaminated.


        DIVISION 7: THERMAL & MOISTURE PROTECTION
            Membrane roofing system on new roof area
            Roof patching of existing roof as required for new HVAC and plumbing equipment.
            Clean and paint existing Exterior Insulation Finish System (EFIS).
            Demo gabled wall and remodel existing Canopy above main entrance.


        DIVISION 8: DOORS, FRAMES & HARDWARE
            Doors, frames and hardware for Cath Labs and M Rl Suite.
            The lead lined doors where required.
            Clean and repair existing doors to remain.




            All new walls are to be textured and painted.


            Replace carpet in the waiting and office areas with}!�rpe� tile
            Replace existing VCT with new VCT tile and rubber base·.
                                                                '
            Cath Labs will have sheet vinyl flooring with welded S'eams, rolled at walls to form 6" base.
            Replace existing acoustical panel ceiling tile� with new tiles
            Cath Labs to have painted gypsum- bo,ard ceilings.


        DIVISION 10: SPECIALTIES




            Exterior Building s!gn ge- 2 building mounted iHeart Logo signs, 2 monument mounted iHeart
            signs.


        DIVISION   1�:   EQUIPMENT- NA


        DIVISION 12: FURNISHINGS
            $2,009 allowance for window treatments



            Three lead lined doors (one 4'0"x 7'0" and two 3'0"x 7'0") for each Cath Lab.    The doors will have
            1/16" lead installed in hollow metal, lead lined frames.
            Each Cath Lab will have a 6'0"x 4'0" 1/16" lead equivalency, leaded glass in a hollow metal, lead
            lined frame.
            Cath Lab walls will be 1/16" lead lined gypsum board to a height of 7'0" AFF.



400 East Royal Lane, Bldg 3, Suite 290                 Irving, TX 75039                 www .medlinkdevelopment .com



                                                                                                        iHeart 047
       MEDLINK                                      Sworn Record 0352




            MRI RF shielding for walls, ceilings, view window and door.
            10' x 10'Non ferrous steel reinforced concrete slab for MRI magnet

        DIVISION 21: FIRE SUPPRESSION
            Repair and update existing fire protection system to meet current code.

        DIVISION 22:    PLUMBING
            Repair or update existing fixtures as required to meet current codes.
            Relocate existing scrub sink to new Cath lab locations.




         DIVISION 26: ElECTRICAL
            Site lighting (clean and relamp) $1,000 allowance.
            480V Service and Distribution
            480V to 208V Transformer
            Phase I area- Clean and Relamp fixtures
            Phase II & Ill areas- clean, tork, and IR s
            Phase II OR and Cath lab electrical




        DIVISION 28:
            Modifications   to"'
                        ELECfBON C SAF;El'Y AND SECURITY
                                   existing building fire alarm system as required by current code.

        DIVISION   31- EARTH\IVORK
            Earthwork required to prep site for MRI addition to existing building.

        D :VISION 32- EXTERIOR IMPROVEMENTS




        QIVISION 33- UTILITIES- NA


        EXCLUSIONS:


        The following are specifically excluded from our Proposal:
            Builders' All-Risk insurance is to be provided by the Owner.


400 East Royal Lane, Bldg 3, Suite 290                    Irving, TX 75039               www .medlinkdevelopment .com



                                                                                                      iHeart 048
       MEDLINK                                        Sworn Record 0353




        •
            No mold or asbestos abatement or removal of any kind.
            Security system, sound system, and CCTV systems.
            Major floor preparation (floating).
            Power utility company charges.



                                                                                                   ~
            Emergency Generator and automatic transfer switch (ATS). (we recommend the owner assign this
            work to the electrical sub-contractor for continuity and quality control)



                                                                                               �
            Payment and performance bonds.
        •   Overtime labor rates.
            Furnishing of power conditioning or surge suppression equipment.
            Television wiring or antenna work.
            Furnishing or installing of view boxes.
            Telephone or data cabling, outlet devices or wall plates.
            Custom made wireways.
            Auto door openers
            Surgical lights and booms.




        :nm S. Kraft, AlA, LEED-A P BD+C



        tim.kraft@medlinkdevelopment.com


        Attachments




400 East Royal Lane, Bldg 3, Suite 290                   Irving, TX 75039        www .medlinkdevelopment.com


                                                                                                 iHeart 049
                                                                                                        Sworn Record 0354

          MEDLINK
lESIGN-BUILD CONTRACTOR'S APPLICATION FOR PAYMENT                                                                                                                     APPLICATION NO:                      10

ROJECT:        iHeart Center­                                    iH eart                                                 FROM: Medlink                                PERIOD ENDING:                      4/30/2014
               South Dallas                                      855 East Collins Blvd.                          CONTRACTOR: 400 East Royal Lane                      CONTRACT DATE:                      7/31/2013
               10810 E Wheatland                                 Suite 109                                                           Suite 290                        PROJECT NO:                            13 0103
                Duncanville, TX 75116                                                                                               I rving, TX 75039




  ORIGINAL CONTRACT SUM                                                                                       CHANGE ORDER SUMMARY                                                  ADDITIONS           DEDUCTIONS
   NET CHANGE BY CHANGE ORDERS                                                                                Total changes approved    in previous months by Owner                     $155,229.75             $0.00
   CONTRACT SUM TO DATE (Line 1 +/- 2)                                                                        Total approved this month                                                         $0.00           $0.00
   TOTAL COMPLETED & STORED TO DATE (Column G on SV)                                                                                                                  TOTALS            $155,229.75             $0.00
   RETAINAGE:                                                                                                 NET CHANGES by Change Order                                                                $15S,229.75
   a.     10% %of Completed Work
          (Column D + E on SV)              $1,600,551.84   )=   _      $_ 16_0.;_,0_
                                                                    _.;._           55 .18
                                                                                     _ _ _
   b.        0 %of Stored Material
          (Column F on SV)                          $0.00   i=   ------




otal Retainage (Lines Sa + Sb or Total in Column f of SV)


   TOTAL EARNED LESS RETAINAGE

          (Line 4 less Line 5 Total)


   LESS PREVIOUS APPLICATIONS FOR PAYMENT                                                    $1,429,496.90

          (Line 6 from prior Application)                                                                                                                               DATE:   '5/t:Jt/t4
   CURRENT PAYMENT DUE                                                                          $10,999.76
                                                                                                               Subsccribed and s    thn to.b¢ore
                                                                                                                               C\
                                                                                                                               �
   BALANCE TO FINISH, INCLUDING RETAfNAGE                                                                      methis
                                                                                                              Notary Public:
          (Line 3 less Line 6)                                          $274,54 4.98
                                                                                                               My Commission expires:
                                                                                                                                             la \0. \..   _
                                                                                                                                     Sworn Record 0355
                MEDLINK                                                                                                                                                      APPLICATION NO:
                                                                                                                                                                          APPLICATION DATE:
                                                                                                                                                                                                                                             10
                                                                                                                                                                                                                                                 5/9/2014
                                                                                                                                                                                 PERIOD TO:                                                      4/30/2014

SCHEDULE OF VALUES- iHeart Care South Dallas
  A                                  B                  .               c                        D                                   E                       F                                       G                                           H                      I
                                                        l                                         WORK COMPLETED                                      MATERIALS                       TOTAL
                                                                                                                                                                                                                                          BALANCE TO              RETAINAGE
ITEM                                                                SCHEDULED              FROM PREVIOUS                                              PRESENTLY                  COMPLETED AND                  %
 NO.
                         DESCRIPTION OF WORK                �        VALUE                  APPLICATION              THIS PERIOD                    STORED TO DATE                STORED TO DATE              (G / C)
                                                                                                                                                                                                                                            FINISH                (IF VARIABLE
                                                                                                                                                                                                                                            (C-G)                    RATE)
                                                                                               ( D+ E)                                              ( NOT I N D or E)               (D   +   E +F)
00         A/E SERVICES                                         I                                                                                                                                                             I
           .1    Architectural   I Engineering   Fees
                                                                I      70,400.00                 70,400.00                                                                                   70,400.00        100%                                      0.00
01
                                                                I
                                                                                           �
           GENERAL REQUIREMENTS


                                                                l
           .1    Project Supervision     I Management                  87,600.00                  85,310.00                               730.00                                             86,040.00         98%                                   1,560.00
                                                                                       �                               ··-
                                                                                                                             -                                   -"-=


                                                                                                                                                                                         -
                                                                                                                 - �
           .2    Cleaning                                              10,800.00                     9,720.00     -
                                                                                                                                 -
                                                                                                                                                                                              9,720.00         90%                                   1,080.00
                                                                                                                                                                                                                          -�--               -

           3     Misc.                                          I       4,200.00                     3,780.0()                                                                                3,780.00         90%                                    420.00
           .4    Physicist TestinQ                                       3 500.00                    2,500.00                                                                                 2,500.00         71%                                   1,000.00
02         SELECTIVE DEMOLITION                                          8,928.00                    8,928.001                                                              I                 8,928.00        100%                                       0.00
03         CONCRETE                                                    22,674.00                  20,406.   0�'                                                             l                20,406.00         90%                                   2,268.00

04         MASONRY                                                     24,100.00                  21,690.goj         ;,�                 2,410.00                                            24,100.00        100%            L                            0.00

05         METALS                                               I      42,696.00                  40,576.0  oJ                       ... 2,120.00                            I               42,696.00         100%                                        0.00

06         MILLWORK                                             i       38,000.00                 36,ooo.oot          �                    !                                                 36,000.00         95%                                   2,000.00

07         THERMAL & MOSITURE PROTECTION                        I       32,100.00                 25,770.00!                             2,800.00                                            28,570.00         89%                                   3,530.00
08         OPENINGS                                                                                          J                                                              II
           .1    Doors, frames, hardware                        I        4,000.00                    3,800.00                                                                                  3,800.00   1    95%                                    200.00

           .2    glass & Glazing                                1        1,800.00                    1,620.001                       .                                      I                  1,620.00        90%            I                       180.00

           .3    Leaded Doors                                   !       33,320.00                 33,320.0�                                                                                   33,320.00        100".4>        I                            0.00
           .4    Leaded Glass                                            6,000.00                    6,000.001                                          .�           -                         6,000.00        100%           i                            0.00
           .5    MRI Suite Doors                                        10,394.00                    8,186.oot
                                                                                                                                                        �                                      8,186.00        79%            I                      2,208.00

           .6                                                            2 400.00                    2,400.00                                                                                  2 400.00        100%                                        0.00
                  Clean and repair existil]9. doors             I
                                                                                                                                                                          .= )I
09         FINISHES
           .1                        ,
                 Framing, Drywall Ceilings                              10,404.58                    9,883.00                                                    _,..,.      I
                                                                                                                                                                             IJ
                                                                                                                                                                                               9,883.00        95%                                     521.58

           .2     Leaded drywall                                I       18,531.08                 18,531.08                                                                                   18,531.08        100%           �                            0.00

           .3     Acoustical Ceilings                                    6,021.12                    5,419.00                                                                        -�        5,419.00        90%                I                    602.12

            .4    Cath Lab Ceilings                                         3,827.20                 3,827.20.                                                                                 3,827.20        100%           I                            0.00

           .5     Painting                                              18,500.00                 16,650.0Q                                                                                   16,650.00        90%                                   1 850.00

           .6     VCT                                                   21,292.16                 19,163. 00                                                                                  19,163.0(         90%                                  2,129.16

           .7     Floor Coverings
                  Replace ceiling tiles                     1
                                                                J       38,754.59
                                                                            8,792.00
                                                                                       l
                                                                                                  36,979.00
                                                                                                     8,792.00    1--                                                                          36,979.0(
                                                                                                                                                                                               8,792.0(
                                                                                                                                                                                                                95%
                                                                                                                                                                                                               100%
                                                                                                                                                                                                                         ll
                                                                                                                                                                                                                              '
                                                                                                                                                                                                                              I                      1,775.59
                                                                                                                                                                                                                                                           0.00
           .8     Window Coverings                              I           2,000.00                 2,000.00                                                                                  2,000.00        100%           �                            0.00
10         SPECIALTIES- CURTAINS                                I       44,23Loo       I          44,231.00                                                                  J                44,231.00        100%                                        0.00
11         EQUIPMENT                                            I                      J                         I                                                                                     I                      f '
12         FURNISHINGS
                                                                l                 I                                                                                          I                                            l                 �
13         SPECIAL CONSTRUCTION • RF Shielding                  l       41,600.00 l               20,800.00j                                                                                  20,800.001       50%            II                  20,800.00
21         FIRE SUPRESSION                                              2o,o4o.oo I               19,076.00
                                                                                                                                                                             I                19,076.00        95%                I                    964.00
22   E!j
23 til
           PLUMBING
           HVAC
                                                                       143,ooo.oo

                                                                                  l
                                                                                       I         139,900.001
                                                                                                                 I
                                                                                                                                                                             I
                                                                                                                                                                             I
                                                                                                                                                                                             139,900.00        98%
                                                                                                                                                                                                                                  '   I              3,100.00
                                                                                                                                                                                                                                                             ,
     :l
           .1    lAir Handlers & Ductwork                              153,ooo.oo I              145,350.00                                                                  I               145,350.00        95%            L                      7,650.00      -.
  --=- .2         Air Balance                                            6,8oo.oo I                  3,400.00                                                                                  3,400.00        SO%                                   3,400.00,_
24tll      ELECTRICAL
                                                                                  I.                             I                                                                                                                                     �
           .1     Electrical                                           352,841.20 �              317,557.001                                                                                 317,557.00         90%                               35,284.20
                                                                                       '
           .2     Fire Alarms                                           21,500.00                 19,350.001                                                                                  19,350.00         90%                                  2,150.00
 Sworn Record 0356




EXHIBITN
                                    Sworn Record 0357
          PATRICIA HUGHES   v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                 Faris Zureikat on 05/13/2014                      Page 1

 1                           CAUSE NO.       DC-13-02334-L

 2   PATRICIA HUGHES,                               IN THE DISTRICT COURT
          Plaintiff
 3
     v.                                             193RD JUDICIAL DISTRICT
 4
     DESOTO SURGICARE PARTNERS,
 5   LTD. and TEXAS HEALTH
     VENTURES GROUP, LLC
 6        Defendants                                DALLAS COUNTY,       TEXAS

 7

 8            *********************************************


                                   ORAL DEPOSITION OF
 9                                   FARIS ZUREIKAT
                                      13 MAY 2014
10                                      VOLUME 1
              *********************************************


11

12

13           ORAL DEPOSITION of FARIS ZUREIKAT,                produced as a

14   witness at the instance of the Plaintiff,                    and duly

15   sworn,    was taken in the above-styled and -numbered cause

16   on the 13th day of May 2014,               from 10:05 a.m.       to 12:19

17   p.m.,    before TAMMY DICKSON CROSS,               a Certified Shorthand

18   Reporter in and for the State of Texas,                   reported by

19   machine shorthand,            at the law offices of Fulbright             &


20   Jaworski,      LLP,   2200 Ross Avenue,            Suite 2800,   Dallas,

21   Texas     75201,      pursuant to the Texas Rules of Civil

22   Procedure and the provisions stated on the record or

23   attached hereto.

24

25



                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                              Sworn Record 0358

      PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                        Faris Zureikat on 05/13/2014                          Page 2

 1   A P P E A R A N C E S

 2

3    FOR THE PLAINTIFF:
          Mr. J. Bruce Scrafford
4         ARMBRUST & BROWN, PLLC
          100 Congress Avenue, Suite 1300
5         Austin, Texas   7870 1
          Telephone:   (512) 435-2300
 6        E-mail:  bscrafford®abaustin. com

 7   FOR THE DEFENDANTS:
          Mr. Jeff Cody
 8        Mr. Nathan B. Baum
          FULBRIGHT & JAWORSKI, LLP
9         2200 Ross Avenue, Suite 2800
          Dallas, Texas  75201
10        Telephone:  (214) 855-8000
          E-mail:  jeff.cody®nortonrosefulbright.com
11

12

13

14

15

16

17

18

19

20   ALSO PRESENT:
          Ms. Stephanie Massman
21

22

23

24

25



                                 Huseby, Inc.                        www.huseby.com
            7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                               Sworn Record 0359

      PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                        Faris Zureikat on 05/13/2014                             Page 3

 1   I N D E X

 2   Appearances                                                             2

 3   FARIS ZUREIKAT

 4         Examination by Mr.         Scrafford                              4

 5   Changes and Signature                                                   75
     Reporter's Certificates                                                 77
 6

 7                       EXHIBITS MARKED

 8   NO.   DESCRIPTION                                                       PAGE

 9         Deposition Exhibit Number 1                                       49
            Correspondence, United Surgical Partners
10          International to Texas Department of
            Health, 6 I 30 I 11
11
           Deposition Exhibit Number 2                                       51
12          Correspondence, United Surgical Partners
            International to Texas Department of
13          Health, 7/21/11

14         Deposition Exhibit Number 3                                       64
            Correspondence, Brown to Zureikat
15
           Deposition Exhibit Number 4                                       66
16          E-mail, B ates labeled HUGHES 0006 7

17         Deposition Exhibit Number 5                                       67
            Correspondence, Hughes Capital
18          Management/Lance R. Hughes to Jarod
            Moss/USPI, and Chris Barnet, Case
19          Healthcare, 10/18/11

20         Deposition Exhibit Number 6                                       69
            E-mail, B ates labeled HUGHES 00148
21          through HUGHES 00158

22

23

24

25



                                  Huseby, Inc.                        www.huseby.com
             7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                       Sworn Record 0360

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zu.reikat on 05/13/2014                              Page 43

 1             Q       - - f rom your c ompany?

 2             A       Mr . Hughe s , he might have done it whil e I

 3   was n ' t t he r e , but I had the keys t o the buil ding .

 4                              MR . CODY :        Hang on a s e c on d .   Hugh e s o r

 5   Hil l ?

 6                              MR . SCRAFFORD :         Mr . Hil l .

 7                              MR . CODY:         Yeah, yeah .

 8             A       Ye s .    Hil l ?

 9             Q       Ye s , s ir .

10             A       Yes .

11             Q       Okay .     And was it your unde r s t anding that M r .

12   Hil l wa s b r inging the s e other doc t or group s to l ook a t

13   the buil ding with the ide a o f t ak ing ove r the l ea s e o n

14   t h e buil d ing?

15             A       Wit h the ide a o f l ea s ing the buil ding, Slr .

16             Q       Ye s , s ir .       Okay.

17             A       L e a s ing, not t aking ove r .

18             Q       Okay .     And - - and back in 20 1 1 and 20 1 2, your

19   c ompany wa s s t il l pay - - mak ing l ea s e p aymen t s on the

20   buil ding, c o r re c t ?

21             A       Yes, s 1 r .        And main t a in e d equipment

22   operat ional .

23             Q       But you we ren ' t making any p ro f it s on the

24   b uil ding at that p o in t , we re you?

25             A       No, s ir .


                                        Huseby, Inc.                        www.huseby.com
                   7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                    Sworn Record 0361

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                             Page 44

 1           Q        We re you int e re s t ed in gett ing another doc tors

 2   group in to l ea s e the bui l di ng so that you wou l d not

 3   have t o c ont inue mak ing l e a s e payment s on the

 4   bu i l di ng ?

 5           A        S i r, that was -   -
                                              Le s Hi l l was comi ng ln w i th

 6   two group s .       Mr . Hughe s, a s f a r as I ' m conc erned,

 7   de l ayed , de l ayed, de l ayed .        He could have had a contract

 8   or two in that per iod o f t ime .

 9           Q        Right .

10                            MR . SCRAFFORD :     And I ' l l obj e c t as

11   nonre spons ive .

12           Q        And I ' m not - - I ' m not f u s s i ng with you .        I

13   j us t want ed t o f ind out not what you think Mr . Hughe s

14   wa s do ing , but what your i n t e re s t was .           Wa s - - wa s i t

15   your i nt e re s t and your company ' s intere st help ing t o

16   fac i l i t a t e another doc t ors group coming i n s o that they

17   coul d t ake ove r the l ease and re l i eve you of those

18           A        My unde rstanding i s

19           Q            expen s e s ?

20           A            we ' re go i ng t o me et the ob l i gat i ons of the

21   lease.       And w e wi l l meet and w e me t the obl i gat i ons of

22   the l ease .       And that wa s a c ont ract that we ful f i l l ed,

23   s1r .

24           Q        Okay.     And - - and that ' s not my que s t i on t o

25   you e i t he r .


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                        Sworn Record 0362

       PATRICIA HUGHES          v.DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                  Faris Zureikat on 05/13/2014                           Page 45

 1                             MR . SCRAFFORD:            I ' l l obj e c t as

 2   nonre spons ive .

 3           Q        My que s t ion i s , d i d you have an i nt e re s t as a

 4   c ompany i n c ooperat i ng w i t h L e s H i l l showing t h i s

 5   bu i l ding t o other doct ors group s s o that they could come

 6   over and l ea s e the bui ld i ng and re l i eve you o f the

 7   remaining t e rm of the l e a s e ?

 8          A         F i rst o f a l l , I don ' t speak f or the company .

 9           Q        Okay .

10          A         And I met Les Hi l l b ef ore .               He ' s a n i c e guy

11   and we j us t want ed to prov i de a s e rvi c e .                   I f thi s c an be

12   done there, that ' s f ine .               There ' s - - nothi ng .         I t ' s j us t

13   do i ng s ervi c e to the c ommuni t y .                So there i s no

14   bene f i t s .

15           Q        Did         di d you ever have any communi cat i ons

16   with Mr . H i l l or with Mr . Hughe s about keeping the

17   bu i l d i ng in que s t i on l i c en s e d so that the l i c ens e could

18   be t rans f e rred t o a new do c t ors group ?

19           A        The li c ens e ?

20           Q        Fa c i l i ty .    Ye s , s i r .

21           A        The l i c en s e i s f o r the - - the group - - the

22   bu s i ne s s that owns i t .            I t ' s not f or the bu i l d ing, s i r .

23   There i s - - there i s a di s t i nc t i on .                So the l i cense for

24   the bus ine s s to operate i n the bui l d ing wa s current ,

25   appl i c ab l e , and f ol l owed t o the l e t t e r .


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                     Sworn Record 0363

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                            Page 46

 1                          Someone e l se come s into the bu i l di ng,

 2   that ' s a new l i c en s e and t hey have t o meet c urrent

 3   st andards , not the t i me the bus ine s s wa s l i c en s e d .          It ' s

 4   t wo d i f f e rent thing s , s i r .

 5          Q      My - - my que s t i on was , your - - D e Soto

 6   Surgi care Partne r s , L im i t ed, came in and purchased

 7   Bayl or Surg i c are at Duncanv i l l e, LLC, corre c t ?

 8                          MR . CODY :      Obj e c t i on; form .

 9          Q      Who - - who wa s i t that purchased Bayl or

10   Surgi care at Dunc anvi l l e, LLC ?

11          A       THVG, s i r .

12          Q      And when THVG purcha sed Baylor Surg i c are at

13   Duncanvi l l e , LLC, i t a l so purcha s e d the r i ght s to that

14   c ompany ' s l i cense, corre c t ?

15          A       I wou l d i mag ine .

16          Q      Okay .      And i n June of 20 1 1 , Bayl or Surgi care

17   at Dunc anvi l l e , LLC, was only opera t i ng at t he bu i l ding

18   in que s t i on, corre c t ?

19          A       Correc t .

20          Q      And Baylor Surgi c are at Duncanvi l l e , LLC,

21   s t i l l had an ope rat i ng l i c ense as of June of 20 1 1 ,

22   corre c t ?

23          A       Ye s , s i r .

24          Q       D i d you have any di s c u s s i ons wi th anyone about

25   s e l l i ng Bayl o r Surgi care a t Dunc anvi l le , LLC, to another


                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                       Sworn Record 0364

       PATRICIA HUGHES         v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                    Faris Zureikat on 05/13/2014                    Page 47

 1   g roup of doc t ors that wan t e d t o ope rate out of the

 2   bu i l ding in que s t ion ?

 3             A      That i s - - no, s i r, that ' s not me .           No .

 4             Q      You - - you never had any d i s cus s ions l ike

 5   tha t ?

 6             A      S i r , I don ' t own i t .      We   -   - I don't have any

 7   author ity .        That ' s THVG ' s - -

 8             Q      Okay .    And you neve r - - di d you e ve r have any

 9   d i s cus s ions with L e s H i l l about any proce s s or

10   proce dures that cou l d t ake p l ace that wou l d enab l e

11   another doc tors group to c ont inue operat ing out of the

12   bu i l ding in que s t ion ?

13             A      That wou l d only happen when they lease the

14   f ac i l i ty and they bring it up to the current code and

15   work, that is none of my bus ine s s , no, I don ' t .

16             Q      My que s t ion i s , d i d you have any d i s cu s s ions

17   w i th Les H i l l about that subj e c t ?

18             A      About bring i ng i n doc t ors and al l t hat ?             Would

19   you repeat that because i t ' s . . .

20             Q      About f ac i l i t at ing a new group of doc tors

21   be ing ab l e t o op erat e under the ex i s t ing l i c ense .

22             A      What do you mean fac i l i tat ing ?

23             Q      We l l , for examp l e , s e l l ing Bay l o r Surg i c are at

24   Duncanvi l l e , LLC .

25             A       I don ' t have the autho r i ty to do tha t , no,


                                        Huseby, Inc.                        www.huseby.com
                   7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                         Sworn Record 0365

       PATRICIA HUGHES           v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                      Faris Zureikat on 05/13/2014                Page 48

 1   s1r .

 2           Q          Okay .    And I 'm not ask i ng i f you had autho r i ty

 3   or not .        I 'm j us t asking i f you had any commun i c at i ons

 4   with Les H i l l about that subj ect mat t e r .

 5           A          No, s i r .      L es Hi l l brought i n p e o pl e .

 6           Q          Okay .

 7           A          And he had h i s own - - he had two s e t s of

 8   group s that were int erest ed in purchas i ng t o - - and

 9   l e as ing the f ac i l i ty .

10           Q          Okay .    D i d Mr . H i l l eve r t al k t o you about any

11   o f the de t a i l s of t he s e group s purcha s i ng or l ea s i ng the

12   f ac i l ity?

13           A          The only thing t hat wa s di scus s ed was the i r

14   sp e c i al ty .

15           Q          Okay .

16           A          I know orthoped i c s group and a p a i n management

17   group .

18           Q          Okay .        But he d i dn't have any d i s cu s s i ons with

19   you ab out whethe r this -- thi s group of doc t or s would be

20   i nt erest ed i n a l s o buying B ayl or Surgic are at

21   Duncanvi l l e , LLC ?

22           A          No, s i r .

23           Q          Okay .

24           A          Mr . H i l l knows the - - the bus ine s s and he

25   knows THVG .


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                      Sworn Record 0366

       PATRICIA HUGHES        v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                   Faris Zureikat on 05/13/2014                     Page 49

 1          Q       Okay .

 2                            MR . CODY:       Ge t t ing c l o s e t o a break?

 3                            MR . SCRAFFORD :        Sure .    Sure thing .

 4                            ( Re c e s s taken f rom 1 1 :1 7 t o 1 1 :3 2 a . m . )

 5                            ( Exhib i t No . 1 marked . )

 6          Q        ( BY MR . S CRAFFORD )          S ir , l e t me s how you

 7   wha t 's b een marked a s Exhib i t No . 1 , a s k you have you

 8   s e en that document b e fore ?

 9          A       I b e l i eve this is the f i rs t t ime I s e e i t .

10          Q       Okay .         Do you know Al ex Jenk i n s ?

11          A       I know o f her .           I met he r onc e .

12          Q       Okay .         Who - - who i s Uni t ed Surg i c a l Partners

13   I n t e rnat i ona l ?

14          A       That 's the managing ent i t y o f t h e f a c i l i ty .

15          Q       Okay .         Do you s e e i n the f i r s t p a ragraph o f

16   t h i s l et t e r , Exh ib it No . 1 , thi s l et t e r w i l l s e rve a s

17   not i c e t h a t S u rge ry Cen t e r o f Dunc anvi l l e owned by

18   S urgi c a re Dunc anvi l l e , LLC , ha s c l o s ed .         Enc l os e d p e r

19   your requ e s t , t he f a c i l i ty l i c e ns e .      Do you s e e tha t ?

20          A       Y e s , s ir .

21          Q       And i n who s e name was the f a c i l i ty l i cens e ?

22          A        I n who s e name t h e f a c i l i t y l i c e n s e ?

23          Q       Ye s , s i r .      Wha t - - wha t w a s t h e name o f the

24   ent i ty that he l d t he f ac i l i ty l i ce ns e ?

25          A       The l i c e n s e name i s Surg e ry Center o f


                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                      Sworn Record 0367

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                                 Page 50

 1   Duncanvi l l e .         That 's the name on the l i cen s e .

 2            Q      And Baylor Surg i c are at Duncanvi l l e, LLC,

 3   neve r he l d a f ac i l ity l i c e n s e ; 1s that corre c t ?

 4            A      Do ing bus ine s s as Surgery Cent e r o f

 5   Duncanv i l l e .

 6            Q       I ' m sor ry?

 7            A      When THVG bought the fa c i l i ty - -

 8            Q      Ye s .

 9            A       - - they         they were ope r a t i ng unde r

10   Duncanv i l l e name and i t wa s - - internal ly,                 i t was c a l l e d

11   Baylor Surg i c are at Duncanvi l l e .

12            Q      My que s t i on i s , t he re wa s never a l i cense

13   i s sued by the Texas Department o f He a l th t o Baylor

14   Surg i c are at Dunc anvi l l e , LLC, corre c t ?

15            A       I don't know tha t , s i r .         The l i c ense wa s

16   l i st        i s sued to the owne rs o f Surge ry Cent er of

17   Duncanvi l l e .

18            Q       Okay .     And you're not aware o f Baylo r

19   Surg i c are at Duncanvi l l e, LLC, ever hol d ing a l i c ense

20   f rom the T e xas Department o f Hea l th in i t s own name, are

21   you ?

22                             MR . CODY :    Obj e c t i on; f orm .

23            A       I s aw the l i cens e .

24            Q       Okay .

25            A       And i t s ays Surge ry Center of Duncanvi l l e and


                                       Huseby, Inc.                        www.huseby.com
                  7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                        Sworn Record 0368

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                             Page 51
.-----


 1   I s u rrende red the l i c ens e .

 2           Q         And a s a comp any repre s entat ive , c an you

 3   c onf i rm that B ay l o r Surg i c ar e a t Dunc anvi l l e , LLC , had

 4   c l o s ed as of June 3 0 th , 2 0 1 1 ?

 5           A         Yes .

 6           Q         Okay .

 7                              (Exhib i t No . 2 marked . )

 8           Q         I ' l l s how you wha t ' s been marked a s Exhi b i t

 9   No . 2 and a s k have you ever - - take a moment t o review

10   tha t and t e l l me if you ' ve s een that doc ument b e f o r e .

11           A         I ' ve never s e en thi s b e f or e .

12           Q         Al l r i ght .      I ' d l i ke to t ake you s entenc e by

13   s en t e n c e t hrough thi s .

14           A         Thi s i s June ' 1 1 .        I t ' s not June ' 1 0 .

15           Q         R ight .    And I ' m go i ng to t ak e you s en t e n c e by

16   s en t e n c e through thi s to d e t ermine what ' s ac curat e l y

17   s t a t e d , t o the b e s t o f your knowl e dg e a s a c ompany

18   r ep r e s en tat ive , i n th i s l e t t er and wha t ' s inac c u ra t e .

19   Okay?

20           A         I - - okay .

21           Q         F i r s t s entenc e , e f f ec t ive November 1 , 2 0 1 0 ,

22   t h e LLC acqu i red the surg e ry c ent e r known a s Surgery

23   Cent e r o f Dunc anvi l l e , L i c en s e 0 0 7 2 4 5 .      I s - - i s thi s

24   a c cu r at e ?

25                              MR. CODY :       As a c ompany rep ?


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                Sworn Record 0369

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                          Page 52

 1                      MR . SCRAFFORD :        Ye s , s i r .

 2                       MR . CODY :     I don ' t know that he ' s

 3   de s ignat e d on s ome t hing l ike that .

 4                       MR . S CRAFFORD :      We l l , I think he was

 5   de s ignat ed to t a l k about t he ope rat i ons of t he ent i t i e s

 6   during that t ime f rame .

 7                       MR . CODY :    Ye ah, but thi s i s - - thi s i s

 8   the e f f e c t ive dat e of the acqu i s i t i on and he ' s a l ready

 9   s a id he d i dn ' t know about the acqu i s i t i on.        I mean , I - -

10   and - - and I ' m not me s s i ng w i t h you .

11                       MR . SCRAFFORD :       Okay.

12                       MR . CODY :     He 's he re on ope ra t i onal s tuf f

13   and the c ondi t i on o f t he p rope rty and a l l that , but as

14   we get int o the - - he ' s not here t o t e s t ify about the

15   t rans act i on, t he l i cens i ng , t hat kind of thing .

16                       MR . SCRAFFORD :       We l l , I - - I think the

17   l i c ens ing wa s part of hi s j ob i n t he admini s t ra t i on and

18   that wou l d be part o f t he ope rat i ons to know whe ther or

19   not i t was l i c ensed in op e rat i ons in that t ime .

20                       MR . CODY :     He can - - and he c an t e s t i fy

21   about i t t o       t o the ext ent there ' s ove r l ap t he re , but

22   in t e rms of the app l i c at i on f ee and the appl i c at i on

23   i t s e l f and s t u f f , t hat - - I don ' t - - I didn ' t read and I

24   don ' t b el i eve that ' s p a rt of the top i c s .

25                       MR . S CRAFFORD :      That ' s okay .     I f he


                                   Huseby, Inc.                        www.huseby.com
              7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                  Sworn Record 0370

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                           Page 53

 1   does n ' t know s ometh ing, I ' m j us t t rying to get an answer

 2   that I can rely on .          I f he doe sn ' t know, that ' s f i ne i f

 3   I need t o ge t i t f rom somebody e l s e .          The s e are j us t

 4   kind o f obj e c t ive f a c t s I want t o g e t conf i rme d .

 5                          MR . CODY :   I - - and I ' m with you .        I

 6   gue s s the on ly t ri c k to tha t , though, i s a s              when

 7   you - - when you prefaced that que s t i on with as a

 8   repre s ent at ive, i t - - i t has a l it t l e more we i ght than

 9   it woul d j u s t in h i s individual capa c i t y .

10                          MR . S CRAFFORD :    Okay .

11         Q      Let me ask you t h i s :        As a repre s entat ive , did

12   you do any res earch t o be ab l e to t e l l us today whether

13   or not a l i c ense app l i cat i on and fee were submi t t ed to

14   the Texas Department o f He a l t h S e rvi c e s to r e f l ec t a

15   change in ownership o f the                the fac i l i ty 1n que s t i on

16   f rom Duncanvi l l e - - excuse me - - f rom Surgery Cent e r of

17   Duncanvi l l e to Baylor Surg i c are at Duncanvi l l e , LLC ?

18         A       I did not , no .

19         Q      Okay .      Who - - who - - who i n your o rgan i z a t i on

20   woul d have submi t t e d the l i cense app l i cat i on and fee for

21   the change in an owne rship ?

22         A       The re ' s a who l e department that sp e c i a l i z e s ln

23   that and I don ' t know who woul d b e invo lved there .

24         Q       Okay .     That - - t hat ' s not something that you

25   p e rs ona l l y handl ed?


                                    H useby, Inc.                       www.huseby.com
               7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                     Sworn Record 0371

       PATRICIA HUGHES       v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                  Faris Zureikat on 05/13/2014                     Page 54

 1          A      No, s i r .

 2          Q      Okay .      Do you recal l eve r see i ng the l i cense

 3   app l i ca t i on and f ee that were subm i t t e d to the Texa s

 4   Department of S t a t e He a l th S e rvi c e s with r e sp e c t to the

 5   change in ownership of the f a c i l i ty?

 6          A      No, s i r .

 7          Q       Okay .     And doe s i t appear ln t h i s thi rd

 8   sentence that there ' s a typo whe re i t s ays,                e f f e c t ive

 9   June 20 1 0 , the LLC - - the c l o s ing of the fa c i l i ty

10   e f f e c t ive 20 1 0 , that - - that shou l d be June 20 1 1 ,

11   corre c t ?

12          A       Ye s , s i r .

13          Q       And do you have any knowl e dge whe ther or not

14   the change of owne rship ever re c e ived f i nal app rova l and

15   whe ther a new l i cen se was eve r i s sued t o Baylor

16   Surg i c are at Dun canvi l l e , LLC ?

17          A       I ' m not aware of that , s i r .

18          Q       Okay .        I f you wanted to f ind the answe r to

19   that que s t ion,       is there any           anybody bes ides Al ex

20   Jenkins that you wou l d cal l to f ind ou t that

21   i n forma t i on ?

22          A       No, s i r .      I woul d go through the pe rson that

23   wrote thi s .

24          Q       Okay .        You t o l d me be fore about Mr . Patel

25   be ing - - that ' s the bu i l d i ng engineer b e i ng as s i gned to


                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                      Sworn Record 0372

       PATRICIA HUGHES        v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                   Faris Zureikat on 05/13/2014                    Page 55

 1   go out to the bui l ding every Saturday - -

 2            A      Ye s , s 1 r .

 3            Q       - - to l ook over the syst ems .

 4            A      Ye s .

 5            Q      Do you know f or a fact whe the r he went to the

 6   bui l ding every s ingl e S aturday f rom June o f 2 0 1 1 up

 7   unt i l Feb ruary of 2 0 1 3 ?

 8            A      I t ru s t the man .        I worked w i t h h i m and I

 9   t rust him , ye s .        And I know he went t o the bui l ding on

10   other t i me s whenever the a l arm went o f f b e c ause he would

11   go in for me and check on things .

12            Q      My que s t i on i s , do you know f or a fa ct that he

13   went t o the bu i l ding eve ry Saturday dur i ng that t ime

14   f rame f rom June o f 2 0 1 1 unt i l February o f 2 0 1 3 ?

15            A       I f - - I - - I don ' t think anybody c an speak t o

16   that .

17            Q      Okay .        I n other words , have you gone back t o

18   review hi s t ime records o r h i s b i l l i ng records to

19   de t ermine whe ther h e was there f or that who l e t ime

20   pe r i od or i f he t ook any vaca t i ons dur i ng that t ime

21   p e r i od or i f he might have mi s s e d a S aturday here and

22   there?

23            A       I know I have things f o r h im t o do and I

24   as s i gn him l i t t l e things t o do i n the f ac i l i ty and he

25   ma int a ine d that and made sure that everything wa s kosher


                                       Huseby, Inc.                        www.huseby.com
                  7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                       Sworn Record 0373

        PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                          Faris Zureikat on 05/13/2014                                    Page 56

 1   and he arranged for a lot of the rep a i r s 1 n the p l a c e .

 2   I can ' t speak whether he was the re a l l the t ime .                        Al l I

 3   c an s ay i s hi s s ervi ce ha s been imp e c cab l e and be cau s e

 4   of him, w e a r e enj oying t h e benef i t s of b e i ng i n code i n

 5   t h i s o f f i ce current ly they own and then i n that

 6   f ac i l i t y .

 7            Q         Okay .

 8                               MR . S CRAFFORD :     I ' l l ob j e c t as - - as

 9   nonrespons ive .

10            Q         My que s t i on 1 s , have you gone back t o review

11   hi s t i me rec o rds or any other re cords to det e rmine i f ,

12   i n f a c t , h e went out t o the bui l d i ng i n que st i on every

13   s i ngl e Saturday?

14            A         Aga i n, I get h i s bi l l eve ry month, I review i t

15   every month, and I approve i t every month .                             So was he

16   there at S at u rday X?             I don ' t know .       Was the work done ?

17   I am sure i t ha s be cau s e when he                    when I was - - had

18   the f ac i l i t y c l o s ed, I made sure that I di d wal k through

19   at l ea s t onc e a week .

20            Q         You walked t hrough the bui l d i ng at l east once

21   a week ?

22            A         Yes, s i r .    I t ' s my r e spons i b i l i ty .     I t ake

23   care o f my re spons ib i l ity .

24            Q         Okay .     And - - and t e l l me, you wa lked through

25   the bu i l d ing onc e a week f rom June o f 20 1 1 through


                                       Huseby, Inc.                        www.huseby.com
                  7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                        Sworn Record 0374

        PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                          Faris Zureikat on 05/13/2014                            Page 57

 1   February of 20 13 ?

 2          A          I had peop l e in eve ry day t i l l August - - the

 3   end of Augus t / s o I wa l ked through .                 And the re st of the

 4   t i me / ye s .

 5           Q         You personal ly walked through eve ry s ingl e

 6   we ek f rom Augus t o f 20 1 1 unt i l February of 20 1 3 ?

 7           A         I made i t a point to wa l k through on a regu l ar

 8   bas i s .    Whether I walked through eve ry s ingl e week or

 9   not / I know the p l ace is l ocked / i t ' s s e cured and a l l

10   that / but we had a wa l k- through on a regu l a r ba s i s .                I

11   don ' t have a t ime c l ock there to c l ock by .

12           Q         Right .        D i d you keep any records o f the dat e s

13   that you did a wa l k - through 1n the bui l ding ?

14           A         For what purpose / s i r ?

15           Q         My - - my que st i on i s j u st / did you keep any

16   re cords ?

17           A         Aga in / for what purpo s e ?          No .

18           Q         D i d you take any vacat i ons or t rips out o f the

19   c ount ry at any t ime between June of 20 11 - -

20           A         No 1 s i r .

21           Q             and February o f 20 13

22                            MR . CODY :       L e t him f i ni sh .

23                             THE WI TNESS :       Thank you .

24           Q             for more than a week?

25           A         No 1 s i r .


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                     Sworn Record 0375

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                            Page 58

 1         Q       Were you eve r out o f the s t a t e f o r more than a

 2   week f rom June o f 20 1 1 t i l l F ebruary of 20 1 3 ?

 3         A       No, s 1 r .

 4         Q       Okay .      Do you k e ep any kind of t i me records or

 5   l ogs or d i a r i e s that s t at e your whe reabout s or the t asks

 6   that you p e rf orm on a day - t o - day bas i s ?

 7         A       No, s i r .

 8          Q      And do you s t i l l have cop i e s of Mr . Pat e l ' s

 9   b i l l i ng r ecords f rom 20 1 1 t o pre s ent ?

10         A        For Duncanvi l l e ?

11          Q       Ye s , s 1 r .

12         A       No, s i r .

13          Q      What happened to tho s e rec ords ?

14         A        Tho s e record s were s c anned and put into

15   e l e c t roni c archive .

16          Q      Al l right .        Do you have an e l e c t roni c arch ive

17   of Mr . Pat e l ' s b i l l ing re c o rds f rom 20 1 1 to 20 1 3 ?

18         A        Probab l y somewhe re .

19          Q       Okay .     Who - - who maintains that e l e c t roni c

20   archive?

21         A        I think i t ' s on the ha rd dr ive in - - at US P I .

22          Q       And i s there a p a rt i cu l a r depa rtment there

23   t hat ma intains tho s e records ?

24         A        I t wi l l be account s payab l e .

25          Q       Okay .     And do you r e c a l l when the generator


                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                       Sworn Record 0376

       PATRICIA HUGHES         v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                    Faris Zureikat on 05/13/2014                        Page 59

 1   was removed f rom the bu i l d i ng in que s t i on?

 2         A        I want to s ay probably around Ju l y .                     I ' m not

 3   exac t ly sure when .

 4         Q        Probab ly around July of ?

 5         A        Ju ly ' 1 1 , something l i ke t hat .

 6         Q        20 1 1 ?

 7         A        Yes, s 1 r .

 8         Q        And did you authori z e the generator to be

 9   removed f rom the bu i l ding?

10         A        Yes, s i r .

11          Q       And why wa s the generator remove d f rom the

12   bui l ding back in Ju ly of 20 1 1 ?

13         A        B e c au s e I di dn ' t f e e l comfortab l e that i t

14   was        i t wa s j u s t o l d .           I t l ooked t e rribl e .   I cou l dn ' t

15   f e e l comfortab l e , r e l y       -   -    I - - I j u s t didn ' t l i ke - - i t

16   j u s t s e emed l ike i t real ly wa s , you know, j u s t o l d and

17   not in good shape .

18          Q       We re you us 1 ng t he gene rat or?

19         A        No , s i r .

20          Q       And wa s i t - - your - - your op erat i ons of the

21   bu i l ding were f in i shed at that t ime , weren ' t t hey ?

22         A        Yes, s i r .

23          Q       So why remove the generator ?

24         A        I made a m i s t ake .

25          Q       And what happ ene d t o t he gene rator?


                                     Huseby, Inc.                        www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                        Sworn Record 0377

       PATRICIA HUGHES         v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                    Faris Zureikat on 05/13/2014                   Page 60

 1          A         I t ' s s c rapped .

 2          Q         And where di d i t go ?

 3          A         I think D ive rs i f i ed Power got - - j u s t s crapped

 4   it .

 5          Q         And what - - what is D ivers i f i e d P owe r ?

 6          A         I t ' s the peop l e I c a l l ed to ma i n t ain the

 7   gene rat o r .

 8          Q         I s that a - - a c ompany in the D al l as / Fort

 9   Wo rth are a ?

10          A         Ye s , s 1 r .

11          Q         And what ' s the name o f the person that you

12   deal with at D ive rs i f i ed P owe r?

13          A         B i l l B e rt rand .

14          Q         And d i d D ive r s i f ied Powe r pay anyt hing for the

15   generator ?

16          A         No, s i r .

17          Q         Okay .        I s Mr . B e rt rand a f r i end o f yours ?

18          A         He ' s s omeone that I ' ve used i n - - at DeSoto

19   Surg i c are and he ' s one tha t I t rust i n hi s j udgment .                 He

20   ma i nta ined the f ac i l i t y, t he generator we have there 1 n

21   exc e l l ent condi t i on, and I asked hi m to l ook at the

22   other generat o r .

23          Q         Al l r i ght .      Why - - why di d you a s k him to l ook

24   at the other gene ra t o r ?

25          A         Becau s e I t ru s t e d hi s j udgment .


                                     Huseby, Inc.                          www.huseby.com
                7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731     (512) 687-0424
                                      Sworn Record 0378

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, L TD., ET AL.
                         Faris Zureikat on 05/13/2014                              Page 61

 1            Q      Okay .    But why were you conc e rned about the

 2   other generat or in Jul y of 20 1 1 ?

 3            A      I don ' t reca l l why .        I t ' s j us t - - I wanted

 4   t o - - to look at the - - the place - - I mean , l ook at the

 5   generator .        That ' s a l l I a sked .

 6            Q      Al l r i ght .     And - -

 7            A      S a i d wou l d you t ake a l ook at i t next t i me

 8   you ' re 1n the area?            Okay .

 9            Q      And what d i d he t e l l you about the

10   generat or ?

11            A       I t ' s very o l d, i t ' s rus ty, l o t o f the l ine s

12   are c rack ing, whi ch I saw - - saw that and he s a i d

13   it ' s        i t ' s s crap , i t ' s s omething you c an ' t c ount on .

14            Q      Okay .     D i d he charge you or the company

15   anyth i ng to remove the gene rator?

16            A      No , s i r .

17            Q       Pr ior to removi ng the gene rat or, d i d - - di d

18   you te l l anybody at the l and                  on beha l f o f the

19   l andl ord that you were go i ng to remove the gene rator?

20            A       I asked Caro lyn Exl ey i f I c an remove i t .

21   It ' s        I t o l d her t he c ondi t ion o f i t .       She goe s , yeah,

22   okay, get r id of i t .            I t was my - -

23            Q       Okay .

24            A       - - thing .

25            Q       But you di dn ' t have any commun i c at i ons with


                                       Huseby, Inc.                        www.huseby.com
                  7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                    Sworn Record 0379

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                           Page 62

 1   the landl ord?

 2         A      No, no .

 3         Q      Okay .     And di d you eve r i nve s t igate rep l ac ing

 4   that gene rator w i th a new generator?

 5         A       Seve ral t ime s , s i r .

 6         Q      Al l r i ght .      When - - when di d you f i rs t look at

 7   g e t t i ng a rep l a c ement gene rator put i n ?

 8         A      The - - the day t hey took i t b e caus e Les was i n

 9   t h e p l ac e , was witne s s t o the ext rac t i on, and sa id, you

10   know, they probab ly need a new one here, could you work

11   up something ?        Sure .

12         Q       You asked Le s to work some t hing up ?

13         A      No .

14         Q       He asked you - -

15         A       I --

16         Q       - - t o work s ome t hing up ?

17         A       I - - I asked Divers i f i ed .        I s a i d would you do

18   that and maybe you can t a l k t o him about that .

19         Q       So that was Mr . - -

20         A       Ber trand .

21         Q       B e rt rand?

22         A       Yes, sir .

23         Q       And d i d Mr . Bert rand eve r get you a pri ce for

24   a rep l ac ement generat o r ?

25         A       He got me a quot e on two rep l a c ement s .


                                    Huseby, Inc.                        www.huseby.com
               7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                               Sworn Record 0380

         PATRICIA HUGHES              v.   DESOTO SURGICARE PARTNERS, LTD., ET AL.
                                           Faris Zureikat on 05/13/2014                                Page 63

 1           Q          And when did he get you the quot e s on the

 2   replac ement generat ors ?

 3           A          I do not rec al l , but I have a -                        -    a     record and

 4   I   think i t ' s - - s omewhere .                    I want to say i t was

 5   S ep t ember .

 6           Q          Sept ember of 2 0 1 1 ?

 7           A          2 011 .

 8           Q          And why didn ' t you order a rep l a c ement

 9   genera t or at that t ime ?

10           A           You know, I was t a l k ing t o L e s at the t ime and

11   I   sa id, you know, we ' l l - - we ' l l get one, we ' l l rep l a c e

12   it .    And h e s a i d, wel l , l et ' s j u s t wa i t and s e e what ' s

13   going t o b e the pul l on the se thi ngs , how many rooms

14   they ' re going to have and what t hey wi l l need .

15           Q          And                and did t hat c onve r s at i on with L e s

16   o c cur ove r the phone or in person or by e - ma i l ?

17           A           I   -   -   I don ' t know .        I think at that t i me then,

18   I wa sn ' t aware -              -     I mean,    I   j us t -   -   I        I       t alked - - L e s

19   wa s t h e r e , he came by, wal ked through, and h e says , you

20   know,       I    wou l d wa i t on the gene rator, l e t ' s s e e what el s e

21   we ' l l - - we ' l l do there .                  And h e wa s j us t talking t o

22   hims e l f t h i s , you know, I wou l d want to wai t o n thi s and

23   s e e what happens .

24                                   Now, I was not aware t hat                    -   -    I   made the

25   mi s take and l et go of the generat or .                                I   don ' t know when


                                          Huseby, Inc.                        www .huseby .com
                     7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                    Sworn Record 0381

       PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                         Faris Zureikat on 05/13/2014                             Page 64

 1   they c ame to me and said , hey , you s hou ldn ' t have got t en

 2   t hat       got t en r i d of that .        At that t ime , I sa i d , I ' l l

 3   rep l a c e i t .

 4           Q      And did - -

 5           A       So I don ' t have t he t ime l i ne for you .

 6           Q       Okay .

 7                            ( Exhib i t No . 3 marked . )

 8           Q       Let me show you what ' s been marked as

 9   Exhib i t

10           A       Okay .

11           Q       - - 3 and ask - - we l l , I ' l l repre s ent thi s 1 s a

12   document that was produced by your company .

13           A       Okay .

14           Q       Have you seen t h i s e - mai l before ?          I s t h i s an

15   e - ma i l , f i r s t of a l l , Exhib i t 3 ?

16           A       I don ' t know i f i t ' s a f ax or an e - ma i l .        I

17   c an ' t t e l l you whi ch one i t i s .

18           Q       And I didn ' t see a dat e on the document .                Do

19   you r e c a l l when you got that document t hat ' s been marked

20   as Exhib i t 3 ?

21           A       September .         B e c au s e I have i t 1 n PDF format .

22   Sept emb e r 20 1 1 .

23           Q       Okay .     Okay .     Who i s Jarod Mos s ?

24           A       He ' s i n US PI .

25           Q       You know what h i s po s i t i on i s at US P I ?


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                       Sworn Record 0382

        PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                          Faris Zureikat on 05/13/2014                             Page 65

 1           A        I - - I - - ri ght now / I don ' t know what i t i s

 2   now / but my rec o l l e c t i on i n the pas t / he wa s i n the

 3   l e gal dep artment .

 4           Q        Okay .     Be fore I mark the s e 1 I ' m j us t - - I ' m

 5   go ing to hand you a s t a ck of photographs that we re

 6   produced in d i s covery

 7           A        Ye s 1 s ir .

 8           Q        - - that are Bat e s number D 0 0 0 7 5 to D 0 0 0 1 3 9 .

 9   Do you know who took the s e photographs or wha t they ' re

10   of ?

11           A        I did take some photos the day that we were

12   supposed t o hand ove r the bui l ding that Mr . Hughe s

13   di dn ' t show up 1 but I don ' t rec ogni z e some o f the s e

14   p i c ture s .    I t ' s - - I - - the se are - - I mean / i t - - i t

15   c ou l d b e s ome of my photographs / but looking at thi s / i t

16   l ooks l ike s tu f f i s d i rty .          I l e f t the p l a c e   the

17   p l a c e spo t l e s s .   So thi s doe s no t show a spot l e s s c l e an

18   place .      The b l ack and whi t e doe s not .             So I don ' t know

19   i f the s e are my p i c tures o r not 1 s i r .

20           Q        Okay .     Bu t you t ook some photographs ln                ln

21   February of 20 1 3 ?

22           A        Ye s 1 s l r .

23           Q        D i d you t ake any photographs o f the bu i l ding

24   p r i o r to February of 20 1 3 ?

25           A        N0 1   sir .


                                      Huseby, Inc.                        www.huseby.com
                 7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731   (512) 687-0424
                                                       Sworn Record 0383



         PATRICIA HUGHES                        v. DESOTO SURGICARE PARTNERS, LTD., ET AL.                    ·


                                                   Faris Zureikat on 05/13/2014                                            Pag? 76

  1             I   I       FAI U S ZURJ U KAT I                         have read the forego ing

  2    depo s i t i on /              or have had it                           read to me ;         he r e by a f f ix my

  3    g i gna ture              t ha t     s ame           is      t rue           and correc t ,     excep t      a s noted

  4    a bove   ,




  5

  6




  9

J. O   THE     S TATE            OF   :\�(A&
ii     COUNTY OF                   \)Q.\\(!S                             )
12              B e f o r e me ,                \\t\\che.\<1LcWf\U.(1 1ifA                 ,   on   thi s day

13     pe r s ona l ly appeared FAR I S ZTJRE I KAT ; krtown to me                                                  ( or

14     proved to me i.m.de r oat h o r t hrough                                                U QL....
15     ( de s c ript i on              of       i dent i ty card o r other document ) t o be

16     t he    person who s e name                                  is       subsc ribed t o the          f orego ing

17     ins t rument and acknowledged t o me t hat                                                    t hey execut ed t he

1B     s ame    for             t he purpo s e s                    and       c on s i dera t i on    the r e i n

19     expressed .

20              G iven under my hand and sea l o f o f f i c e thi s

21     day o f              June....                           .I    2 0 14     •




.2 2

23                              MICH' ELE lAM
                                                     AFI"I P.A
                                      Ol4ry J:ilubu(,:
                                  STA 1'£ Q,� TEXA.s
                                My Comrn.
                                            E':.:p. 1 0· l 2· f S
25



                                                                    Huseby; Inc, .                                www.huseby.com
                        1000 North Mupac Ex.pre55Way, 2 nd Fiuor, Austin, TX 7873 1                                 (5 12) 687-0424
                        •   6
                                            Sworn Record 0384


          PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                            Faris Zureikat on 05/13/2014                                                   Pag-e 77

 1                                     CAUSE NO .           DC- 13 - 0 2 3 3 4 - L

 2   PATR I C IA HUGH E S ,                                       )    IN THE D I STRI CT COURT
              P l a i nt i f f                                    )
 3                                                                )
     v.                                                           )    1 9 3 RD JUD I C IAL D I STR I CT
 4                                                                )
     DE SOTO SURG I CARE               PARTNERS ,                 )
 5   LTD .    and     TEXAS          HEALTH                       )
     VENTURES         GROUP ,         LLC                         )
 6            De f endant s                                       )    DALLAS       COUNTY I      TEXAS


 7                                    RE PORTER ' S         CERT I F I CATI ON
                                 D E P O S I T I ON OF        FARI S        ZURE I KAT
 8                                                13     MAY 2 0 1 4


 9            I,     TAMMY D I CKSON CROS S ,                  Cert i f i ed Short hand


10   Repor t e r      in    and       for    the        S t at e of     Texa s ,       hereby c e r t i fy


11   to     the    f ol l ow i ng :


12            That     the       w i t ne s s ,     FAR I S    ZURE I KAT ,         was    dul y sworn by


13   t he o f f i c e r     and t h a t          t he    t ranscript          of    the    oral


14   depo s i t i on       is    a    t rue r e c o r d o f t h e t e s t imony given by


15   the wi t n e s s ;

16            Tha t    the       depo s i t i on         t rans c r i p t     was      s ubm i t t ed on


17    f(}o� :23; r20I�                           t o t h e w i t ne s s       or    to    the    a t torney


18   for     t he w i t ne s s        f o r examinat i on ,             s igna t ure       and r e t urn t o


19   me by         �.l.))e        /Q J 2od
20            Tha t     the      amount o f             t ime u s e d by e a c h p a rty a t            t he


21   depo s i t i on       is    as    f o l l ows :


22            Mr .    J.   B ru c e     S c ra f ford                        01 : 59


23            That pursuant                 to    i n f o rma t i on gi ven t o the


24   depo s i t i on o f f i c e r a t            t he    t ime       s a i d t e s t i mony was       t aken. ,


25   t he    f o l l ow i ng i n c ludes            coun s e l        for    al l   part i e s    of




                                        Huseby, Inc.                                             www.husebyicom
                   7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731                        (512) 687�)424
                                            Sworn Record 0385


        PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                          Faris Zureikat on 05/13/2014                                                                    Page 78

 1   re cord :


 2   FOR THE           P LA I NT I F F :
                Mr .    J.     B ru c e    S c ra f f o rd
 3              ARMBRUST & B ROWN , PLLC
                1 0 0 Congre s s Avenue , S u i t e                          13 0 0
 4              Aus t i n ,     Texas              78701
                Te l ephone :             (512 )           43 5 -23 00
 5              E - ma i l :      b s c ra f f ord®abaus t in . com


 6   FOR THE D E F ENDANT S :
                Mr .    Je f f Cody
 7              Mr .    Nathan B . Baum
                FULB R I GH T        &    JAWORSKI ,                LLP
 8              2200      Ro s s Avenue ,                  Suite         2800
                Dal l a s ,     Texas              75201
 9              Te l ephon e :     ( 2 14 ) 8 5 5 - 8 0 0 0
                E - ma i l : j e f f . c ody®nortonro s e f u l b r i ght . c om
10

11              I   further          c e r t i fy that               I    am n e i t h e r        coun s e l      for ,


12   re l a t e d t o ,        nor       emp l oyed by any of                     t he p ar t i e s          or


13   a t t orneys         i n t he        a c t ion i n whi c h t h i s p ro c e e d ing wa s


14   t aken ,       and      further that                   I   am not          f inanc i a l l y or


15   otherw i s e         i nt e re s t e d         in t he out c ome                 of   thi s      a c t i on .


16              Furt her        c e rt i f i c a t i on             requireme n t s pur s uant t o Rul e


17   203   o f TRCP            wi l l     be       c e rt i f i e d to          a f t e r t hey have


18   oc curre d .

                                                                .        tY2.d                       >"""]
19              Ce rt i f i e d t o by me                   t h J. s � day o f                      If 117 t l



                                           . �P
                                           a     .· · · .-. "r;(
20   2 0 14 .


21                                            � r�
                                               .       ·

                                                   TAMMY D I CKSON CRO S S ,
                                                                                              .
                                                                                                  Texa s     CSR # 6 9 �l 5
22                                                 Exp i rat ion D a t e :                 12/31/15
                                                   F i rm Reg i s t ra t i on No . 6 6 0
23                                                 HUSEBY , INC .
                                                   7 0 0 0 Mopa c Expre s s way , 2 nd F l oor
24                                                 Aus t i n ,       Texas         7 8 72 4
                                                   ( 800)       333 -2082
25




                                         Huseby, Inc.                        www.huseby.com
                    7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731  (512) 687:-0424
                                           Sworn Record 0386


         PATRICIA HUGHES v. DESOTO SURGICARE PARTNERS, LTD., ET AL.
                           Faris Zureikat on 05/13/2014                                               Pag� 79


 1                     FURTHER CERT I F I CAT I ON UNDE R RULE                      2 03   TRCP

 2                                                                        not       returned t o

 3'   t h e depo s i t i on o f f i c er o n            _(p�·��-·-·���   ------      ----

 4               If    r e t u rned ,     the a t t ached Change s            and      S ignature


 5    page       cont a i n s        any change s and t he            r e a s ons    there f o r ;


 6               If    r e t u rned ,     the original           depo s i t i on wa s d e l ivered


 7    t o Mr .        J.   B ru c e S c r a f f ord ,       Cus t od i a l At t o rney ;


 8               That      $   CoGS?:>� s         the depo s i t ion o f f i c e r ' s       charge     to


 9    the P l a i nt i f f           f o r p rep ar ing the        original         depo s i t i on


10    t rans c r i p t         and    any cop i e s     of    exhib i t s ;


11               That      the       depos i t i on was d e l ivered i n ac cordanc e


12    wi th Ru l e         203 . 3 ,     and that       a    copy of     thi s      cert i f i c a t e was


13    s e rv e d o n a l l           part i e s   shown here in o n and              f i l ed w i t h t r�e




                                                                                    �·
14    C l e rk .


15               C e r t i f i e d t o by me         this     C\�       day o f                   •




16    2 0 14 .


17


18




                                          c)::!��fl··-
19


20
                                             TAMMY D I CKSON CROS S , Texa s                 CSR # 6 9 :� 5
21                                           Exp i rat ion Da t e :     12/31/15
                                             F i rm Re g i s t ra t ion No . 6 6 0
22                                           HUSEBY , I NC .
                                             7 0 0 0 Mop ac Exp r e s sway ,           2 nd F l oor
23                                           Au s t i n ,    Texas      7872 4
                                              (800)     333 -2082
24


25



                                           Huseby, Inc.                                     www.huseby.com
                      7000 North Mopac Expressway, 2nd Floor, Austin, TX 78731                (512) 687:-0424
 Sworn Record 0387




EXHIBITO
                                                                                               Sworn Record 0388




                                                                                                                                                                                                                               SUn 10110/10
                                                                                                                tart                                                              Noles                                     Resource
                                                                                                                                                                                                                             Names

             Negot�'le terms witt! sehor 4:1r..d execu(c tcnn   shea't
         OfYI cpment Activitlu                                                                                Non A/2110       hu 10121110

             Due Oil�nc1 Process
                                                                                                                                Men 612110

                                                                                                                                                                                                                               K1:1der
                                                                                                              Men 6/2110
                                                                                                              Non81V10

                 Sen<1 siglod lerm r.heet to legal
                                                                                                                              Wod 101;!0110
                 Conference CD� -M:h Or. to revt6w project                                                    1.\Qnl!/2/10      Wed 9111\0        8118110 Call sct-.ed<Aed lot 911110....

                 Conduct �renee �HwiOps 1c rev.ew DO ;and ir.msition Processes
                                                                                                              Mon 6/2110        Mon B/2110        8119110 S!lR..-                                                              l<irder

                                                    i t to Seller                                                                                 On call. diSCUSS pain saeer1 process and� write w
                                                                                                               Thu !115110       Thu BIS/10       Schedule 6/30110@ 4:00p.m •...

                 Send e-rnad 1o Prqec1 Support Team tc notify cl newprc)Ecl
                                                                                                                                                                                                                               Kinder
                 SON:t run due dnqen<:e request l&                                                                              v.kd 8141,0

                                                                                                                                                  8117f10 Nl\ . . .
                                                                                                              Moner.li1D                                                                                                       Kinder
                                                                                                              'Nod 814/10

                 H8\"C Oev orrcet lalk fO e.xpetJe:nceci :VmaJOUnd Oev Officer
                                                                                                                                Wed8/4110                                                                                      Kinder
                 Heve local RVP 1alt: to f!):,Penenceci ll..lr.'laround RVP                                   1.\Qn 1!/2110      Hi M:>/�0                                                                                     Kinder
                                                                                                              Mon8J2/10          Fti Bl6/1 0      8117110 NA.•.                                                                Kinder
                 Rac:efve dUe crr�genoe clocvments frCITI seller                                                                Fri 9110110

                                                                                                                                                                      ...,sklycalls
                                                                                                              Thu815!l0                                                                                                        Kinder
                 Sdled.Je interN� DO kicl< offC<lU                                                            Mon BJ2110        Moo 1!/2110       8/4110 S� lor Auvusl 1oth <rt 3:30p.m ....                                   l(jnder
               . Sctoed\Ae recurring e>:�ernalall'f""'n"' to� Us with Seber                                                     Fri 911!Y!O       9f1!Y10 Set up bi     on Thu<&days... .                                      Kinder

                 Begin olte mils to valid•!� pnxu•... illl d pun:tuue price                                                   Wed 10121l110
                                                                                                              MOn 812/10
                 Oistribul.e d.Je difotnce dt.na per disrribVtion c.hecXJ�l                                   Fri 9110110       Fri 9110/10                                                                                    Knler

                      Sc:hedul� on site v/$ib
                                                                                                              Mon A/l/ 10

                     �e moruoly inlefnal DO calls. >ubsoquent lc en s�e -��s
                                                                                                              Tuu B/3110                                                                                                       Kinder

                      Send Clinicot check list to RVP or tmog:rg Ops Contact
                                                                                                                               Mon a/15110
                                                                                                             Wed er.lS/10      Wed 8125110 812211 0 Scheduled a post on she cai for Wodnos<lay at 130 p.m.                     Kinder
                                                                                                              Thu815110        Mon 8123110 8122110 E-<naled to Cero!yn_.                                                       kinder
                     lnfonnatloo Tt:ehnology                                                                 Tue 8/17110       Tue AIJ1110
                           on.ne•io�·H                                                                       Tuo 8117110        Fri 8120/10
                           Revinr HardwAre and S<lftwafe to asseu CO$f of ntegreliiln fa USPl and/or         Tuo 81t7110       Mon 8/30110 lndl.de phone system in auessmant
                           Send rr report to full learn                                                      Tue Bt:31110      T"" 8131110
                     Suolness 01!\tt

                           Document business office procent!S. for l�ition planl'ling and klt&l!'lal Con·
                                                                                                             Tu• 8117/10         F<l S/24(10
                           on sno •is�- a..... Off                                                           TueS/17110          fri6/2�0                                                                                    Gonz.alln
                                                                                                                                \Mod9/tl10

                           Engage lhf'd p;my to perlor m a.Jrdrfliil and bining audil
                                                                                                             Monli/23/1 0                                                                                                    Go<><Alez
                           Ser>d repc<i lc lull leom                                                           Thu 912110        Fti !lr.!411 0                                                                                Knoer
                                                                                                               Thus.'9110       Thu 9/9110 919/10 Senle-mailto Melinda T•yfor.                                               Gonulez


                       Manoge<!C..rc
                           Send aid� fitore to fuf! ream                                                       Thos.'9110       Fri!Jr.!4/10 912411 0 1My�da80%ciCPTco<l6s•rd�oniCD9cod                                        Ki'ldet


                          On site visrt-m.a.naged care
                                                                                                             Tue A/17110        Frl !124110


                                                                                                    Coni
                                                                                                             Tue 8/17110        Fri B/2DI10                                                                                    Plmper
                            Co"'""""' managed care prooos>es fe< uansition p!amlng and Internal              Mon81<3110        Tue 9121110 Report en implant chafOes and reimbursemen!                                         Pimper
                                                                                                                                Fri 9124110                                                                                     Kinder


                                                                                                                                             lncludu pain aeteens
                                                                                                             Wed9122110


                      Clinical Oper>tlons
                            Send   repo� to full ream
                           Analyze and tepor& on historical collections per case                                                                                                                                               Pimper


                                                                                                                                             8127110 Clvis Martin is woll<ing o�. Should b9 eomploladby .....,,
                                                                                                             Mon9fi3110        TU<! S/:21110
                                                                                                               TUelll/10       Wod 912!1/tD

                                                                                                                                                                                                                                Kinder
                           Run pMiscreens lfi�ers Bnd send to Pain Commnteo                                   Tue 8/17110       Fri 9/10/10                                                                                     Martin

                                                                                                             Wed 9/15110
                           Send repotlro RVP and Pa1n Comm Coortlinator

                                                                                                                                                                                                                                Exloy
                                                                                                             Mcn9/13110        Mon 9113110   Coruy Hooks

                           On •ile visH:Iinlc81
                                                                                                                               Wed 9115/10   9113/10 Recer..d <Mnoil Irem C�my Hooks that i!lool<! good. Til<                   Hroi<s

                                                                                                                                                                                                                                Exley
                           O.btaln Pain SaMn dearance hom Psln Committee

                           OOCI.Imonl clinie<�l review ard pfan tor transit\on and inlemal cantrof mpieme1
                                                                                                              Tue 8117110       Too 91:28110 919110 Dr. Zsrln. Julio Gullderson and Carolyn£-loy will b9 visilil"l{
                                                                                                              Tuo 9128110

                                                                                                                                                                                            Corolyn e>loy wUI be vi$�if'l
                                                                                                                               Tue 9128110 lnw�lig:818 afld vnd�rd:Cand irnptant usage
                           Send ,..port to lull ""'"                                                         Wed 912PI10       Wedll/29110                                                                                      Kinder

                           Document medic.af revteW and transition plan
                           On site visi'I-MeC�eal                                                            Tue 8/17/10       Tue 91:28110 9111f10 Dr. Z..rin. Julie Gunden;cn �nd                                              Z..rin
                                                                                                             Tuc 9/28110                                                                                                         Zarin

                                                                                                                                                  lilayneedtonofi!ys131e m3<i'nnce
                                                                                                                               Tuo 9128/10
                           Send ,.pon !0 tuH laam                                                            Tvo 9128110       Tue 9126110                                                                                      Kinder
                           Oaiermine no:ification lor OEA and Slate Narcotics Conrrol hcense                   Tue8/J/10                                                                                                         Exley

                                                                                                                               TI>.J 10/7110 llf.lOiiO S ent Hoi Mayo an ""'alto coed in Ole !ho physicl:in in!ervi
                                                                                                                               MMB/16110
                      Pltyslclan Rtlat!ons                                                                                    Thu IQ/14110

                          For �gOg Center&. revlew TeferTCIIJsources and m�tiog" plan
                                                                                                             Tuell/17110
                            On site \li.sii-Phystian retatlons (surgical racitihes)                          Tue8117110                                                                                                          Ex!oy
                                                                                                                               Mon 6fZ3/tO                                                                                       Exley

                                                                                                                                                                                                                               Kirder
                                                                                                             Tue 8117110
                          Identify prelllrr•d PAB members                                                    Tue8124110        Mon 8/30110 Suryical facil�tes only                                                               Exley
                          Brett Ntolt or 6di to l'l'lee'l entire p3t11"1et"Ship                                               Thu 1!Y1�110 Review DO. trnotn plan. paso thru exp. aca1 tax relurn

                          On stte 63wssion by RVP with all employees                                                           Mon S"1l110 W\th Sheily/S'tvlnnon; see power point preRntSiicn
                                                                                                              Frl101'6ll0
                      Payroll and EMploy.. B.....,fits                                                       Ilion 1113110      Fr/101&'10
                                                                                                             MC("' 9113/10

                          Review M-=1 �mpatt.! ber.elits to de1ermioe CO!f of int�tng employees ll'ltt                         Thu 10/7110 Hole· In Colo<acSo. ij �•• aro rorm'd PTO rnu::t �• paid GUt (lorrn·d I
                                                                                                                                                                                                                                 Exley
                          Review p.ayrotl regLsrer lo payroff census                                         "'"" 9113/10       Fri9/t7/10 Chectc.·ror ernpiO)'(les OJ'l pQyrolt not on ansvs ard vies "erse                    Taylor



                                                                                                                                Fri 1124110 Surgic.l Faeijilioa Only
                                                                                                             Mon9113110                                                                                                         Taylor
                          Confentra call !o review .and app(ove befl9fit plans                                Fn 10/8110        Fri 10/8/10 10/7110 Schrouled revi""' on Tuuday. October 12th.                                  Toyor


0
                      Materials Management                                                                   Tut 8117110

                                                                                                                                Fri 911 !Y10 9r.!4i10 Sent repo� 01.1. 'Mil dO!&rmif)e slrutlurela!er....
0
                          On site visit-materials management                                                 Tuo 8117110        1N.r 912/10                                                                                      Eich


z
                          Oocumenl mate.ril!ls management processe s tor transrtion pJanning 31ld tnter         Fr1 Q/3/10                                                                                                       Eich

,
                          Send rope� to f<Al learn                                                           Mon 8113/10        Fri9124110                                                                                     Kind&r
                      Flnmcl•l                                                                                 Fri !16/10     Tue 10119110

mo
-o

zo
01

-i�
r-rw
- ___,
)>I'V

 I
                                                                                Sworn Record 0389




                                                                                 SUTgcry Ce!"der of OJ.n:anvlle                                                                                                           Sun 10/10110
                                                                                                                                                                        otes                                          Resource
                                                                                                                                                                                                                       Names
           n Srte • tranc:t s                                                                   Tue 1 11              ue8117110                                                                                         Pfvn<ler

         Recot�ci)O Cash to Posted Pmts to Net ReYentJe
         Cowmen! tin.;ncial procas,:es. {Qr 1fQns.itton planning and lnlcm.at COCTUollmt                              Fr\9124110                                                                                        Pfooder

                                                                                                1.4on Sf.271!0      Wed 9129/10 1014/10 Changed WOI"Cflll in lhe C&PA not to mr;Jude WIC Ad)u•lrr
                                                                                                Mon9113/10
                                                                                                                     Tue 9121/10                                                                                        PfunOer

         Prepare lolrge( cash c::a.5co:i¥tK;w-.
                                                                                                Mon !ll13110
         Prepore wt>rl<ing capill!l sch•dulo

         CalOJiata curren1 cash bum rate. rt a Tumarcund
                                                                                                                                                                                                                          Kinder
                                                                                                Mon 91:17110        Wed 9129/10 91291t0 NA WehiNechangedlhe'"Ord>nglntheC&f>A�

                                                                                                                      Fri 911i'NO H 011 i3 c.ashb.Med, ncl:ify OAl'e"1f prep.srC!!r
                                                                                                                                                                                                                          Kind'et
                                                                                                                      Fti !1117/10 Only If a lLm aro!Jnr.1 centM

                                                                                                                                                                                                                        Hayden
                                                                                                Mon911J/10                                                                                                                Klr.dcr
         Center on 1ul.ure tax returm being e�l bnsed                                           Mon9/13110                                                                              so   they can &dYise tf,e         Kir>der
         Review I115LI'Cihe:e Policias.. obtain ql.Qv fer noH insur.:mco and eotrtpe�A! tot     Mon9113/10

         Meec.,g 1o mlliow Financial due dilio]enc:e
                                                                                                                    Wed 912!ll10
         Send inst�ance report to full \earn                                                    1009/30/10           Moo 101�/tO 10/4/10 Cosl of ta:lioouronoo is $12,860.                                                �lnder
                                                                                                Tue 10/5110        Mon101',1/10 1017/10 Sctoeduled!or 1011:010...•                                                        Kinder
         Fl..d lbsel Revlow                                                                     Uon S/13110        Tue 10/1!1110

              O'o!an 591 oft fn;,m RVP on assets in poor ccnctltion                                                                                     irwesligale
              Conduot ndopendefll al'l'f'i<sal of r�ted assets                                  Mon911Jl10          T� 1CI'S/10 9116110 MERC;. going !0 '<is� lhe eente< on OCiober 5111.                                  Belue
                                                                                                wed 1016110        Tuei0/19110 RVP to tnorougllly           and reopond W. o-ma1lwi!h oom""'c                             Kind�r
              Pmjed deprc,clolllon expense (or PF                                               Mon 9/13110          Fri 1018110                                                                                          Belue

              D....., kip hi&lodcal "'"'" by Speci.Hy
         Co"lop His tort<� T......U.                                                            W&dll/111110        Mon 10/4110
                                                                                                Wed8118110           Fri 812711 0                                                                                         Kildoer
              o...,�ap histori¢al cases by riO!lneial cla&S                                       Fri 9110110                                                                                                             Kr.dor

                                                                                                                    Mon 1014/1C Perform mOl"lthly unl:il projed closes
                                                                                                                     Fri9/10110
              Oe""lap Ns!orica! P&L by month                                                      Fri8120110           Fri B/20110

                                                                                                                    Ilion 1 014110 Send to RVP. Oevelopmeni olr�CC�r and E-.e
                                                                                                                                                                                                                          Kinder
              Confrtn recent f�c:Lal n'!&urt!!i .sup,oort offer valuation                       Thu 9130/10

         Lealiew                                                                                 Fri 8/iCII10
                                                                                                                                                                                                                          IGnder
              Co"'4'1e!e f>artnerstop Prclile (SUfllical rwrrties only)                         Ma-1 9/13/10

              �r>d """'"illo Corp Aa:tg. noting wholher US PI ..;1 guarantee facibty �                              Wed Hl/G/10 1016/10 Senl foJJ Wall:..-....
                                                                                                                                                                                                                          Kind<tr
                                                                                                                    Wod 111/t/10

              Con!i'm accounl<>g lor f�cilily lea><ls                                                               Wed 1016110 10/6110 Per ref)Oft rioin JJ. lho ieue wiQ remain o n openl!ing leal'
                                                                                                Ma-1 911 3/10                                                                                                             Kindec


                                                                                                                    \Ned 9129/10 9129ft0 Received e-malf from C:hrisUJ. The Siemen&leaw is an Qf
                                                                                                t.lor>S/13110                                                                                                            WaJ<er

             Oblki FM\1 opinion on tease i"me. if ptrvliciilru 0tm n!B1 e&t.ats
              Coni'i'm acco�.mting for ecp.J"ment k:o�s.=                                       Mar> 9/IJIIO                                                                                                            Pfunderr
                                                                                                 Fri B/20/10           Thu 919110 NA...                                                                                   Kind.,-


              Review deblond capilallooses .nth Legal aro:l Tre<>Suy
         Deb I                                                                                    Frl81'6110          Fr1 !1124110

             Ca!ctJiale IIU'Ir.>nlees ""-deb I balanc<l$                                        lob.                'INC!d 911.5110 Oetcrmlne i1 gvar.mlen cower all debt or only 3pec.ific nates...
                                                                                                                       Thu S/2/10 912110 Joson ..,111 e-<noillhat Kay Eqwpment needed assignrneol'

                                                                                                                       Fri 9117/10 S/2/10 Matt l<lne oeneraled amonization schedule on Key F..,nc<
                                                                                                 Fri�10                                                                                                                   Kind�r
                                                                                                    9113/10                                                                                                                Erwin
              Generate amoniz.alion seheduJes on a� debl inckldilo t&ases                       """'9113/10                                                                                                                Erwin

              Perlorm UCC U<!n •o..-ch
              Corte<enco cal with SeHers to rmiew ne:t steps on debl                            Mon9J20/IO             Fri 9124110 S/2/10 SentiH!Iaij to Danny Bundren 1o cle'.ermne llhey ""'uld 1i<                     Kindor
                                                                                                     Fri�!/6�10       Fri816110                                                                                           Moran
              Send UCC Lien sea rch re5UII5 lo Bob Mol;he(s firm                                     Frill/6/ 10    Wad 8118/10                                                                                           Kinder
              Re=cile UCC lien lg p� •-ts                                                            Fri 6111110     Fri 9124110 9124110 He forwarded me !he lien. UCC "'ocncilecL..                                      Kinder


                                                                                                Mon9113110
                                                                                                MonWU/10              Fr19/24110

         Preps� leg�� of physician arran�enls
     Legal
         Review Reel Es\al<r �.base                                                                                   Fri 9124f10                                                                                        MoSher
                                                                                                Mon9/1 3/10           Fri 9117/10                                                                                        Mosher
         Ve<ilywlle!her or no! any existing US PI faci!Uies In the marxet hBve a US PI r        Man 9113110           Fri 9117110                                                                                         Ktnder


                                                                                                                      Fri
                                                                                                                   Wod 10120110      ilod 1o Funding

                                                                                                                                     10.E/1 0 Sent new thln.lo: account form to Carol Kcd'l. Need bank a<
    Chonoe ol Ownership anti CXlN ,.gul•llon.s                                                   Tuoi!JI10
                                                                                                                         1011110     1011110 Jen Moran sel� new leg:>! en:/1)' BaylOr Surobreal D11r1

                                                                                                                                     100/10 Since lhe <enter i5 curre1\tly.mh BolA. carol does nol ne•
         Set up new entity and obtain new tax 10                                                 Tuell/3110                                                                                                              Jenkins


         Prepare new stgMl� cerd on. r:urrenl bank ac:oo�t
         O�nnttw bonl<accoun<s, as -d                                                           Mon 10/411 0         Fri 1018/10                                                                                           Ko<h

         Complete Medicare �li«llion for change of <Xlrlrol
                                                                                                Mon9r.!7110          Fri 1 01811 0                                                                                         Koch
                                                                                                1009123110         W.d 10120/10                                                                                          Jen!<inl
                                                                                                 Tuell/3110         Mon 9127 /10     NA..

                                                                                                                    Wed 8118110 II ho3p�al partnof:l ;,. Bayk>r. Mom anal Hermann, CHW, Legacy
         Prapare "!>PPiCC!Ioo 10< chango a! ownorsh;p IOilh CON Board

         Obtlillin FW opinton of �c:haSII!I price
                                                                                                                     Fri 101&'10

                                                                                                                                                         nood.partlrularlyifgoing
   OtMr Proces.ses                                                                              lll!oo812/10
                                                                                                 Mon B/2110                                                                                                                Mon
         Obla"rt FMV opiniorl of mC.CriCy mtflrvs1 vak.tetion                                   Thu 8112/10         \!Yo!d8118110 Conler�Eviecn                                   fm CON !o IN and ff'                     Moss

                                                                                                                                                              Coroty., E>:Jey_
         S.okgro""d Che�                                                                         Monlf2/10            Fn 1018110
              Rl!quest rorm be completed end get lh2t11 bac.l<                                   1.4on81'2/10          Fri 9124110 9/24110 S..n! e.ma� lo

                                                                                                                      Fri 10/8110    RVP will confirm �OK or not
                                                                                                                                                                          .•

              Stbmil form! 101 process :o be rvn                                                Mon9127/10            Fri I 011110 1on110 Senl Carot,on an e-IT�ail on status of Hat& Cadg:-ound d"\et
              Recefote forms back and reviGW                                                    Men 10/4110
Tqnof11onPI""                                                                                                      Wed 10113110

                                                                                               Tuu                 Too 1at12/10
                                                                                              Tue10/12/10
   l)raft plan from doe dil;genca reports                                                      TUIO 10/12110       Tue 10112110                                                                                           Kinder

                                                                                                                   TIR 10112/10                                                                                            E•ley
   R&-�f!Vil!w detailed t.""ansition plan sacHem w/ RVP                                                                              One week er iiO. pre cloi"                                                           Kn1eor

                Brll\1 .. Oly Run                                                                                                                   project
                                                                                                    10112110
                                                                                               r.. 10112110

    Preseflt to Sr. Management
    Complete�r.�ttsitrJn plan
    Pres.,. !0                                                                                 Tue 10112110        Tuo 10112110 Only oooded t          is hJghrisk or oompliCi!!ed                                         E>ley
                                                                                                                   Wed 10113110

                                                                                                                                                              d'iPgence 3Cfjustme11ts                    physi.:i;:
                                                                                              Wed 1011 J/10                                                                                                                Exley
Proforma                                                                                         Frl101111o          Fri 101&'10
    Prepare lhre8 year proforma                                                                  Fri 10/6110         FO 1018110 Take-mfc accoc.x1t due                        a.nd res.ults of                           t<Rlder
    Pertonn QA on rofonna                                                                        Fri 10/6110          Fn 1018/10                                                                                           Mil)er

                                                                                              Page<
                                                                                          Sworn Record 0390




                    lf'l�ernal review mee11!'\Q Wlth RVf' and SVP                                             Fo 10/8110        Fn 0 10
                 ApPro,.!                                                                                  Thu 1011.U10       luo 1011!/10
                     Prepare Boa<d Approval Pac1<3ge ..tlich tndude$ Proforma

                                                                                                                                                                         Board Appf'oval
                                                                                                                               Thu 10/14/10

                    Presenile Board roc project approval
                                                                                                           T!-..101 1 �110                                                                                                    "loss
                     Send1o RVP. SVP then COO lor "''"'""Pt\of to Boomsullm!Osion                            Fri 10115110     Tve 10/1!!/10                                                                                   Mon
                                                                                                           Thu 101 1 4110      Thu 10114110 NA. Does nat requi�                                                               Moss
             Dtfln(tiY@ Agre•mena. Drafting .31nd Negerbtions.                                               Ilion e/2110     Moo 10/11110

                 Sdle<Jules 1o ContnbuliOfl and PtKcNrse Ar;reeme!ll
                                                                                                             Mon 6/2/10                                                                                                     MOSher

                                                                                                                                                                 e�ting entity,                                     .
                 ConhibuUon .a.nd Purt:ha.se Agreemenl                                                                           Fr11011/10
                                                                                                                                                                                                                             Selle<

                                                                                                                                                                                                                            Mosher
                                                                                                            Motl9127110          Fri101 1110
                 Parfner&hlp or Oper;Mg Agreement                                                             Mon 812l10         �n 10/1/10 For buy 1'\S to             be &vre USPI perron is ;,n officer. .               Mosher
                                                                                                              Mon 812l10         Fri 10,/10

                     Tf'MI!i1h:ln c.ao wll:h. Symbion
                 M�ement .1t.9reemeot
                iRuotw• outstJ..nding luu4rS prior to cfosi�                                                'lon 9/27110      lion 10111110
                                                                                                            Mon$/:l7/10          Fri 1011110
                     Revie-w a-nd ,JQf!e on distribu1ions at eJos•ng .. amount and lo 'Whom                Mon 10111110       Mon 101111 1 0 NA                                                                              Kinder

                Send l.agol Trenudion lnk>nna1ion 10 l�QOI
             Tr.uuactfon CfO"Se .nd Funding                                                                 Thu 9130110       Thu 10121110 1017110 Bo aurelo let them know wo need all of the fin;m� n
                                                                                                             ThuMOI10           Thu 9130/10 Send to Jim J�Mtie 3 wks b4 close, if possible                                   Kindet
                Pnopa!e pun:/lale p<U payolA s�le por fiNI Purt:N<e AQ•...ment                              Mon 1014110         Tuo 1015110                                                                                 Kindvr
                                                                                                            IM>d 10/li/10       Tho 1017110                                                                                 K"lllder


                                                                                                              Fri 1018110                         She wil need lo !<now """'matll' employees
                Obtan wlring in.Wud'Drls from seller
                tnform'treasury o1 estimated funds needed at cloSoe a few deys prior tQ act�.a( dQse da                                                                                                                     Kflder


                                                                                                                                 Fri
                                                                                                              Fri10Jlll10        Fri1018110


                send <>-<Mil fo Prcjod Support Team ,.,lifying 1h&m c1 pendirq close
                S.nd <HlUOIIo LYa'oii:l Robinson lor basket & compliii<IC8 P<>slor                                               Fri 10/8110                                                                                Kinder


                                                                                                                                                  Send Be.,.f4s pre•e•nloiO>n kl RVP !or 111 employee meeli"ll
                                                                                                                                                                                                                            Kmer


                                                                                                                                                  Send 1a Evie 10 review for c...-rency rrrsl
                                                                                                              Fri 1018110            10/8110
                                                                                                              Fti 1018110        Fri 10/8110

                                                                                                                                                                                                                             Kinder
                Oefetmilewho will be on�it• s�crt tcrrnr d<ii'J ar'K:.I�k of acquisition                                                                                                                                    Ki'lder


                Re-run nel re'lenvo ana¥sis
                Send USPI and EDGE ln!TO ptes...,tationsto llVP for uoo on Day 1                           Mcni0/11/10        Wed 1011J/10                                                                                   Kinder
                                                                                                           Men 10111110       Wed 10113110        Send to accot.ntng post dose for tf:venue rooogritlon
                                                                                                                                                                                                                             I<"lOder

                                                                                                                                                                                                                             Kinder
                Pn>pa!olo c.harogo led!$ on t.Jcility. � w;ommled                                             Flillllll/10       Fri 1 018/'1 0
                                                                                                           Wod 10/20110                                                                                                      Kinder

                                                                                                                                                  Be �lire to irt<l4lde BOM ond Clnico.l Direelo<
                !'resent signed Boord Approval to Treaury with notice lrom COO !hal all document ar•                          We<J101:lll/10
                FU'Xf Tr.lilns.old.ian                                                                     Wed 10/201 10      Woo11Y.!I)(1C
                E�U newcenlii!r rQfter form tc E�one-Home or.icQ and area CD team                           Thu 10/21110       ThU 101:21111)                                                                                Kir"dar


         lltg!n Tnnalllon
                Send out "PP"""'I me01o per slsndard dis11ibution �SI                                       Thu 10121110       Thu1001110                                                                                    Kinder
                                                                                                                               ilon 212111 11

                                                                                                                                                  GUPLIProperty.
                                                                                                           Thu 10121110


                      previou&
                                                                                                            Thu 10121110      Wed 10127110                                                                                  Haydsn
             Add Ia USP!Ins""'""" Policy
                            eonunerbl Insurance pc�tk:s.;.                                                  Thu 11111110       We� 1218110                          'M>fl< Comp """'" Poyro!l sn;tts                          Exley


                 First meeting of Transition TeBm
             C9f'Ce1
             Eolablbrh weekly confcrer><:e e.nc to trocl: progreu o�r first to days                        Th\110121110       Thu101W10


                 e�ail linal eklc:trO"''i: copies of agreem�nt5
                                                                                                                              Thu 10128/10                                                                                   Kinder

                                                                                                                                                  � B�d
                                                                                                             Fri 1012211 0
                                                                                                            Thu 10121110      Mon 1005f1 0        RVP. Aocoun'.ants+aciiry, Corpor..te. Tax                                  Kinder
                                                                                                           Tue 1 012ti/10     Tue 1012&1 C                                                                                   Kinder

                                                                                                                                                  Onlyhnlitybeing�..,;,.d remains. rr- sel upe rBWenlity,...,
                  Send copy of 8flY tlrd p«1y vali.Jl!1ions to corpor<ii!e ac.eounting

                                                                                                             F
                                                                                                                              Thu 11118110

                                                                                                                                                  Old entity nee <!!I to >fll)' n place''" emplo)"'e ...,.ing letm. Then.
             L"ll•l                                                                                         FriiOIUI10
                  Obtain mnute Dook5 and be sure they are on site                                            ri 10/2ij/10     Thu 111111110                                                                                  Kinder
                                                                                                                              Thu 111111110                                                                                  Kinder
                 \Mod tiJVrT� any premus partnerships. if necessary                                         Fri 1012WIO
             lnformoHon T.ehnolo!IY                                                                         r;; 1illz1111·o     Frifll-4111
                 0 rder router 2IS1d cirwit                                                                 Fri 10/2ijl10      Thu 111<1/10                                                                                    Riffe


                  1M tali roul\or an<1 awn
                                                                                                                                                                                                                               Riffe
                 Review deleied impiernernation phm Mlh RVP culd Admirli3trator                              Fri 1 1 15110    Thu 11111110


                 Cortflllll IZld'erstaodha by center of USPI e-m8il fllt-en1icm policy
                                                                                                            Fri 11112/10      Thu 12flll10                                                                                     Riffe


                 CoMe£! to USPI ret.wnr1c
                                                                                                                               Fri 1211.410  Deletes> 180 d8y.s lnbox. 60 dlJYS Oe'e.tod ttems. 90 days Sent II<             Kinder

                                                                                                                                 Fn
                                                                                                            Fri 12124110                   1
                                                                                                           Mon 12121110          Fri1filf1                                                                                     Riffe
                                                                                                            Mon 1/11l111                                                                                                       Riffe


                                                                                                                                                  facoily. Tax                                       t.:>ur
                 P_.. ior <::Ontinuad llc:t:en: at1)' retired patWsnt accou.'ltiOg s�tams                                           111<1111


                 Meeiing IO'i!h Aa:ounling lo rev;,.. tem�s or o�reements
             Accounting a Ccrpc:Jrate level                                                                Thu 10/Z1/10         Fri 1115110

                 Review distributions m•de al clooing. amount i0'1d to .mom made
                                                                                                            ll!on1111110       Mon 1111110              end CcrPQrsle accoun11ng: ne«< an                                    Kinde<


                 Prepvr• brfget c::a•h •nd woc1ting QPrlel bvo up
                                                                                                           Thu 10/21110       Thu 10121110                                                                                   Kinder


                 T"" Re!Lms- determine who will be responsb!e lor short year. proor 10 USPI eftediYe •
                                                                                                            Man 1111no          Fri 1115/10                                                                                  K(nder
                                                                                                            Fri 101211110       Fri Hl/29110                                                                                 Kinder
                                                                                                                                 Fri 1/2 1 1 11

                                                                                                                                                                                                                              Exley
             Trwooury                                                                                       Fri 10/29110
                 B-.nk Account                                                                              Prt 10129!10         frll/21111

                       Send deP<>srt str;>s for new ban!< accoun11o <tJnfer
                                                                                                                                Too I 112/10

                                                                                                                                                                                                                              fdey
                       Submit new signature card to change signers en �k. ao:v\Jnt                          Fri 1012ll110
                                                                                                                                Fri 12/24110                                                                                  Koch

                       NoUy ele<!Toolcpayor.lochange bank acoounl (i.e. Medicare. e1c1
                                                                                                            Fri1212.,10
                                                                                                                                fri 12/J1/10 tf dr has existilg loci box. add � dr name to urxeptable fist sol

0
                       Upclote accepfobl<! paye< 10.1 lot an exist:ng locJI tcx�                           Men 12127/ 10

                       Nolify credit C¥C! rnerduml$ or new ateount or c.hange venders
0
                                                                                                             Men 1/J/11         Motll/31 1 1                                                                                  EJdcy


z
                                                                                                           Mon 12121110         Fri 1121111                                                                                   Koch


.,
                                                                                                           Thu 1 0/21110       Thu 211711 1

-o
            Ac:<:auntmg- Facility level


o  r
                 Oracle General I.e                                                                        Thu 10/21110        Fri1ZJ2A/10


mo
zo
                                                                                                          Page3


_,�
- --.J
)>N
r en
                                                                                            Sworn Record 0391




                                                                                               Surge..,- Center or Duncanv1He                                                                                                    Sun 10110/10



                    et up
                                                                                                                                                                                        ates                                  esource
                                                                                                                                                                                                                              Noilml:$

                  Send hi&torical month1y P&L to accounling with monthly cases
                                    0 lor new company                                                         T�v 10121110        Thu1 111110                                                                                     Mart111
                                                                                                               Fri 101291tO        Fri 10129110 Send lo fa<:ility acx;oum;nt an� lO Matt K�no ill Corp ACC\g                      Kinder
                  load historical P&l into Oracle                                                             Men 11/1/10           Fn t115110                                                                                     Kline
                  Provide pmforma to accounting for bvdget inpJt                                                                   Fri 1012SJ10 Facility and c.orporale

                 Se:l'\d hls1oricat balanc::t! sheet to fo.ciW.y .occcx...m,nt
                                                                                                               Fri 1a/29110                                                                                                      !Gnd<!r
                  lmd monthly bul;got from pro forma                                                                               Man 11/lll10                                                                                    Kline

                  Foi"'Watrl e--mailfrorn Seie r with emfiog ba&::alce stleet to Co:-p Ac:clogs                                    Men 1111110 &;n Bloyed and lisa R<><lriguez.•.
                                                                                                              Mon1t/11t0
                                                                                                              Fri 1012911C         Fri 10129110                                                                                  J<Mer
                                                                                                              Men 11/1/10                                                                                                        Kirder

                  Send bank reco"cil:Btions and statements 1o BCCOtAltan!: tor mo11lh PftOf to dose                                Fri 10129110 Be surw to �t full Vendor rn.rne and add'es� roc OS chec.t.;s..-                 Kinder
                  lo•d oponing balane<� •lleel                                                                Tue 11/V10                                                                                                        Plunder

                  Obtain ful.,.ndor name. address aM EINISSN lor ouotarwJing checlt5                                               Fri 12124110 F ar clts prior ta effer:tiYe dow, need 1\.111 dato in case !hey need !o l>
                                                                                                                                  Monlf/!!110
                                                                                                              Fri 10129110

             Estubli>h prolotx>lfor oxpenses refOiod to old onmy ..-.:1 r<Mted cash funding
                                                                                                              Men 11/1110

             Faclify Controller"-"<! Manager to re��iew transition plan with Administrator                                         Thu 1114110 lncludC>;! mc�tt;y reporting need$
                                                                                                                                                                                                                                 Kinder



                                                                                                                                  Thu 11118/10 RIIP submib; Support Cerd.or tid<et ...�need            Oracle 10
                                                                                                                                   Fri 1009110

             RVP lc add center to hi.lb!< fir.ar&ia! repo<1s lis! io S"""e Aooess
                                                                                                              Fri 1Q/29/10                                                                                                       Kinder
                                                                                                              Fri 10129110                                                                                                      Pfur.der

             Train center p.,..onrello oblsin mootl\ly linanda! statements
                                                                                                               Fri 1tl26110
                                                                                                               Fr11�112110

             Review inrerrompa� bill (mo .1) Vla conference CI'IS wilhAdmil'\i&tralor and lead Phys1
                                                                                                                                                                                                                                  Exley
                                                                                                                                                                                                                                  Exley

             Ro...., intercomp•ny biD (mo 2) >ia con!e�ence col with MminlsU•tor and lead Physi                                    Tl'wJ 1/2011t
                                                                                                               Fri 11126/lO        Fri 11126/10
                                                                                                                                  Thu 12};!3110

                                                                                                                                   Tl'wJ 2/1711t
                                                                                                                                                                                                                                Pfund«


             R......., inlen:omp•ny biK (mo 3) >i• conference caD with Admini$\llolor omc:f leod Physi
                                                                                                               Fri 12/24110                                                                                                     Pfund.,.
                                                                                                                Fri 1 f.21H1                                                                                                    Plunder
                                                                 '
             Ofact. Aecounto Poyablo                                                                         Men 12127110            Fri 11l1111
                  Sot up Oracle NP                                                                           Men 12/VIlO         Wed 1212\J110                                                                                  Ploodor


                  Request user ac.cess to Ol'ilde AP and GL
                  Designate indMdual rcspoi\Sible lor atG<lUn� poyable                                       Thu 12f.l(JI10      Thu 12/30110                                                                                     Exley
                                                                                                                                    Fri 1 2f.lt/10                                                                                Ex..,_

                  Bagin enceri1g ...erdors
                                                                                                               Fd 121J1110
                  S<:hodule!ra�                                                                                 Men 1/3111           Mon 11311t                                                                                   Ex..,_
                                                                                                                                     Fri 1itt.l11                                                                                 Exley

        Payron one! Employ., llent.rrts
                                                                                                              Men t/10/t1
                 Cancel allcnC�ards in nime of center                                                                                Fri 1121111     After rlln'l' PfJtCY cash is established, post P.P conversion                Exley


            Set up cenfer on H;.e �tt
                                                                                                              !.�on 1117111
                                                                                                                                  .lion 1/JI/11

            Establish responsibWly for payroll and arngloytee bencfrts .al center                                                                                                                                               Reher1
                                                                                                               Frl1C/t9/10
                                                                                                                                   Thu 11/4110       ConlaCILUO'elio Robinson

                                                                                                                                                                                                                                Rehort
                                                                                                              Fd 10/l9110

                                                                                                                                                     Compro!e PAF for ""Y �• mcM'lg """'••P.        mgt eo
                                                                                                                                                                                                                                 !IInder

            Eslablish frst dale on USP PllY�<�II
                                                                                                                                    Fn t012'31to

            On:lcr Ktcno>lln< clod<
                                                                                                              Fri 10129110


                                                                                                                                                                                                                                 Kinder
                                                                                                              Fri 10/lS/10

                                                                                                              Thu t1/4f10          Thu 11r<I!O
                                                                                                                                    Fri 10129/tO
                                                                                                              Mon1111/10         Wid 11/3110                                                                                    Reiner1
            E-mon Bem""' 'leyden r89Md'>ng r•sl doy on USP payroU

            Conduot initiolerrc>loyoe boMfil pnosan!B1ioru                                                    Thu 1120111
            Trail! tis!! on AOP E�l,.p<ise ar<l KR>nos                                                                           Tue 12/14/10                                                                                   Reinerl

            Sel up and complete omp\o)'ee bcnefol entormenl
                                                                                                                Frtt11',;i10
                                                                                                                                   Tue 11<5111                                                                                  Reinert

            First doy on USPI psyrci
                                                                                                              r...., 1/Z5 11 1     Mon11311t1                                                                                   Reinert
                                                                                                              Mon 1124111         Mon 112•111                                                                                   Reinert
        Refmbunenwnt                                                                                                             Thu 11/ll/tO

            Create or update ma� ca� grids'                                                                   Fri 1009110
                                                                                                              Frl10/29110
            Notity of ,....fox 10 and c:l'longe of owne11hlp. � appicablo                                     Fri 10129110       Thv 111251t0                                                                                    Pimper

                                                                                                              Fn 10129110
                                                                                                                                 ThtJ 11/25110                                                                                   Pimper
            Review free schedu� Yersu� other t;ellta� in the area to de..lCI'Tl'lllle if changes are neEc                        Thu 1 11251t 0                                                                                  Pirnper
        6I.AIInn110ft'iel'                                                                                     Frt 1115110       Thu 12IJIJ/1 Q
              Sem e-<na! lo add center to c:odng sooa 5d\edule                                                  F'ri 11r.il10        Fri 11/YIO      Serena Doyal in CSO.Indrde Ora de 10 in meS>Oll"'                           Kinder
             Train c;er1!or staff on new processes ilnQ roports required to moe! US PI >landard dose         r.... t21281JO      Thu 12JJ(ll10                                                                                    Edey


                                                                                                              Tl'wJ 1212110
        Matorl&k !ol0111gement                                                                                Thu12f.IJ10         Mon 2128/11
                                                                                                                                   Thu 12W,O         Wait until new DEA h;u been r�d

                                                                                                                                                                                                                                   Eich
                                                                                                                                                                                                                                   Eich
            Send Mlir:B oftenn!na!lon to currenl GPO

            Perform phy!;al counl of ma dical W)lPly inventory
            Sero:1 notice to HPG to acid t o USPI CC<1lrad                                                      Fri 12/J/10          Frl1213/10                                                                                    Eich

            Notify vtrrdors ol c;hange ar owne�lp. n not on GPO p<eviously
                                                                                                              Frt 12/tll/10      Tve 12/14/tO

            Convert to HPG cunlracis
                                                                                                              Moo 1216JtO          Tue 12/7110                                                                                     Eich


            Train on L.t:Se of systam for inventoty
                                                                                                              Mcn2r.!SJ11         Mon 21261'11                                                                                     Eich

            Notlty NC!1011:I Roge1s to add �er to tJtillfy conlrattor r*vih.l' procm;s
                                                                                                                Tue 2/8111        Men 2121!111                                                                                     Eich
                                                                                                               FJi 12/JI10          FJi 12/3110                                                                                  Kinder


            Gene,•l
                                                                                                             Thui0/21110         Wtd 1/1t/11

                                                                                                             Thu 10(21110        Thu 10121110        lnciude pt.n:N$e elloc:ltion 5CIIcdulo
        Adm!nillTI!fcn
                                                                                                             Thu 1 012 111 0     Mon 12/8110

                                                                                                                                                     Present employee benefits powl!r poirrl                                      Exley
                 Send cumplaled par1ner.ship raster to Kn·11 Tillef

                 Review expectatioos wrtt\AQmtnis.trarot, re\l'iew EDGE aod K.oowiEDGE                                                                                                                                            Exley
                                                                                                                                                                                                                                 Kir�er
                 E.slllblish and corrlJct m...tlr1! will\ confer's staff                                                          l=ri 10129110

                 Est!lbhh diJie ror Adminirtra!:or onentat;on at Home OffiCII                                Thu 10(21110                                                                                                         Exi<ly
                                                                                                              Frl1009/10
                                                                                                              Men 11/t/10         Mon 1111110


0                                                                                                                                                                                                                                 Exley
                                                                                                                                 Thu 10121/tO


0
                 Communicate and lll'JiidatEr rnmplience with US PI documenl re::ention Stcmdllrds            Tue 1112110         Tuo 11/21HJ


z                Review QOYemirrg bOOy by l•ws and mEdical slaff by tows                                                                             Compare to nu� ap o.grmr.t to d�n'nlne if cha:nges
                 Posl comp�cm:;e p�ter In faciHty                                                                                 Fri 1111sno        Mailed byl�lia in H001e Office

                 Rniewand tiiec:usro rocetis for distributions unck!r USP! and hOW lhisjs COOfdtr'IB                                                                                                                              Exl
                                                                                                              Mtr1111'8110                                                                                                        Exroy



:!!,o
                                                                                                             Tuc !1/30110        Mon 12.4i/10                                                                are     needed       Exley


o                                                                                                           Page 4
                                                                                                              Moo 11/t/10         Mon 1111110


mo
zo
-;�
-"
:t>N
rm
                                                                                             Sworn Record 0392




                                                                                                                                                                                                          Sun 10110/10



                                                                                                                            Fri 11126110 One montll po>l close. tc bo lead by RVP
                                                                                                                                                                       Notes                            esource



                                                                                                                          Wed 1/ISI11     cc. Paralegal an llledlcaid. CEA. CUA. JCIMAiiC, Phfln'llk)
                                                                                                                                                                                                        Names
                     e.vle'W new cpemtin.g agreement w ad'rr.mi:s1r&U>r                                 Fr 11125110                                                                                        Exley
               Notify governmtntal agenclu of nftlf legal name and fall10                              Thu ID/21/10
                   State department o1 he>!HfJ                                                         Thu10f<1110        Wed 1111(1110                                                                    Reed
                   lOCill bus1ness ftcense                                                             Thu 10121110       Wed 10127110                                                                     �y
                   MedicaJe                                                                            n.., t0f28/10      Wed 11110110                                                                     Reed

                                                                                                                                                                                                           El<ley
                   Med1cald                                                                            Thu 11111110       1Ned 1 �(2<1/10                                                                  E><'.ey

                                                                                                                           Wed 1218110 If MO. tnclude Seller POA
                   DEA                                                                                 n.., 11125110       Wed 1211110
                   Still e OEA or squiviilkfnt                                                          1'1'<.1 1212110                                                                                    Edoy
                                                                                                        ThiJ 121!!110     Wed 12122/10

                                                                                                                           Wed 1112111 AleldJe n Wll! send oul no&oe fo ace<edlti"'l body                  Reed
                    CUA                                                                                                                                                                                    Exley
                    Te><as Hteal1� lnfO<TTlation Collection {THIC) regLS1ralon                         ,.., t 2123110       Wed 1/5/1 "1 Qo[y it kl Texa:;                                                 Exley
                    Acaednstiot\oJoV\� Comrniss;oo tH' AAAHC                                              Thu 1151!1
                    Phamacy                                                                             Tl"' 1/13/11       V\Vd 1119111                                                                    Exley
                  Boiler Certif"at;.,ns                                                                Thu 1:2123/10      Wed 12129110

                                                                                                                                                                                                           Exley
                                                                                                                                                                                                           El<ley

                  State las,. device regis\ralon
                                                                                                       Thu 12123110       Wed 12129/1 a

                                                                                                                                                                                                           Exley
                  6ohanrd<M W...tc Pen11�                                                                                                                                                                  El<l ")'

                  X-Ray 1 Radclcgy licen.e
                                                                                                       ThiJ 12!23110      Wr:d 12129110
                                                                                                       Thu   1:2123110    Wed 12129110
                                                                                                        Fn 10t2911D         Thu 11/4/10

                                                                                                                                                                                                           E•ley
               Name Changeluuea
                                                                                                        F ri 10/2S/10      Mon 11/1110                                                                     EJ<ley

                                                                                                                                                                                                           Exley
                  Pat ient fotms
                                                                                                                           Mon 11/1110

                                                                                                                                                                                                           Exley
                  Medica1 records torms                                                                 Fri 1or2B'10
                                                                                                        Fri 10129110

                                                                                                                                                                                                           Exley
                    Signage                                                                                                ,.., 1114110
                                                                                                        Fri 10/29/10       ,.., 1114110

               Portne,.hlp McoUng
                    !.ego
                    Send Adminislrator list of atreements 1o be reviewed for potenlial changes          Fri 10129/10       1h..r 1114110 Contracts to be rvwd by aclmt1- Procssses\O.cQuloilions

                    Establish dale'"' !nt mooting                                                                                                                                                          Exley
                                                                                                       Thu 10121110

                                                                                                                                                                                                           Exley
                                                                                                                           �11/J/10

                                                                                                                           Mon 1111110
                                                                                                        Fri 10129/10        ffl 10129110

                    Prepo!Jfl!! for and di5CJSS initial physician �adef'3hip Sur\lery                                                                                                                      EJ<Iey
                    At first meetng- h!View di.slrlbl.lian meiJloclolom'. r;oJculalion and schedule    Mrro11/1110
                                                                                                                          Wen 1 1/3/10 Coord''1iite �h KtisJn Blel><!tt

                                                                                                                                                                                                           Exley
                .                                                                                      ,.., 10121/10
                                                                                                                           Fr110�10

                                                                                                                            Fri t115r10 At end ol firs\90 da'(S. pest clwe: Conla<:t   Cmdy Klein
              Sol••                                                                                     Fn1D/liii1G

          Schedule EDGE tr.tinng and im!>1errwmla1icn
                    Conc!Ud ftrot PAll meeting                                                          Fri 10129110       Fri 10/Z9110
                                                                                                         fri 11/5110                                                                                       Exley

               Obtain fin<iil cJo.sng doo..nnentt. from klgal
          CIOOI"'JI!Indor                                                                              Thu IOIZ1/IO       Thu 12123110
                                                                                                       ,.., 10121110      Wr:d 12/1/\0                                                                    Kinder
              PrtMda intema! fegal coU'lSC!l 'rih one eopy of dosing binder                             ThiJ 1212110       Th\J 121211 a                                                                  Kinder


              Oistri!Mv deve!opmonl closing bi'tdorto RVP, SVP. Ad•ni't, Hosp Paf1n.... COO
              P�pare devolopmenl closing bindef                                                          Fri 12/J/10      Thu 12116110                                                                    �ndar
                                                                                                        Fn 12111110       Thu  12f231t0                                                                   K>nder
          Pot! Transition Con! Ca!l to Debrief on Process                                                Fri 11/5110         Fri 1115110                                                                  Ktnder
                                                                                                        Mon 111810         Mon 1 !/8110 Alen c� mgt ol on Hne surwy taque!llto bo rec:eivad               Kinder
          No\>ty Of98nizabonol Development to sood SUNoy                                                           1
          Nof Or        ft<i!ticnal Deveb    ent to seM HFS surve                                       Mon 11/B/10        Man 11/ll/10 WiR    vide baSe line                                             Kinder




                                                                                                                                    I
                                                                                                                                    '




()
0
z
..,

mo
-o

zo
o,                                                                                                    PogoS

-i�
- .....
)>N
r ....,
 Sworn Record 0393




EXHIBIT P
                                        Sworn Record 0394




                                 CAUSE NO. DC-13-02334-L

PATRICIA HUGHES,                                  §               IN THE DISTRICT COURT
       Plaintiff                                  §
                                                  §
v.                                                §
                                                  §                  RD
DESOTO SURGICARE PARTNERS, LTD.,                  §               193   JUDICIAL DISTRICT
TEXAS HEALTH VENTURES GROUP,                      §
LLC, UNITED SURGICAL PARTNERS                     §
INTERNATIONAL, INC.,                              §
       Defendants.                                §               DALLAS COUNTY, TEXAS


      PLAINTIFF'S SECOND REQUEST FOR PRODUCTION TO DEFENDANTS

TO:    Defendants    DESOTO       SURGICARE           PARTNERS,    LTD.,  TEXAS   HEALTH
       VENTURES         GROUP,       LLC,      and      UNITED      SURGICAL    PARTNERS
       INTERNATIONAL, INC. by and through their counsel of record, Nathan B. Baum,
       Fulbright & Jaworski, L.L.P., 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201.

       Pursuant to Rule 196 of the Texas Rules of Civil Procedure Plaintiff serves this its


Requests for Production of Documents.       In response to the Requests for Production, you are


requested to produce responsive documents or items to the undersigned counsel of record at the


address indicated below within the time period provided by the Texas Rules of Civil Procedure.


All of these discovery requests are continuing and require reasonable supplementation.


                                        DEFINITIONS

        I.     Documents. The term "Document" is defined to be synonymous in meaning and

equal in scope to the usage of this phrase in Texas Rule of Civil Procedure 192.3(b). A draft or a


non-identical copy is a separate document within the meaning of this term.               The term

"Document" also includes electronically or magnetically stored data, which may be produced in


any format convenient for Defendant. TEX. R. Crv. P. 196.4.


       2.      Concerning. The term "Concerning" means relating to, referring to, describing,

evidencing or constituting.




{W0631142.1}
                                         Sworn Record 0395




       3.      Defendant or You. The terms "Defendant" or "You" mean and refer to DESOTO

SURGICARE       PARTNERS,       LTD.,   TEXAS     HEALTH       VENTURES       GROUP,      LLC,   and


UNITED SURGICAL PARTNERS INTERNATIONAL, INC., as well as all other persons


acting or purporting to act on their behalf, including any attorney or other representative.


       4.      Plaintiff The term "Plaintiff' means and refers to PATRICIA HUGHES, as well

as all other persons acting or purporting to act on her behalf, including any attorney or other


representative, including but not limited to: Lance Hughes, Hughes Capital Management, and its


employees or representatives.


       5.      Premises. The term the "Premises" means and refers to the land, building, and

improvements located at 1018 East Wheatland Road, Duncanville, Texas 75116.


       6.      Lease. The term the "Lease" means and refers to the Lease Agreement entered

into between Patricia Hughes and Surgery Center of Duncanville, LP on or about June 1, 2004,


and any amendments, modifications, assignments, or guaranties thereof, including but not


limited to (a) the Assignment and Assumption of Lease and Landlord Consent entered into by


and among Patricia Hughes, Surgery Center of Duncanville, LP, and Baylor Surgicare at


Duncanville, LLC on or about November 1, 2010; and (b) the Lease Guaranty Agreement


entered into by Texas Health Ventures Group, LLC as guarantor for the benefit of Patricia


Hughes on or about November 1, 2010.


                                REQUESTS FOR PRODUCTION

16.    The "acquisition file" identified by Jarod Moss on Page 32, Line 15 of his deposition
testimony.

RESPONSE:

17.     The "closing binder for [the] acquisition" identified by Jarod Moss on Page 32, Line 18
of his deposition testimony.

RESPONSE:



{W0631142.1}                                      2
                                          Sworn Record 0396




18 .   The "Duncanville/DeSoto merger file" identified by Jarod Moss on Page 36, Line 5 of his
deposition testimony.

RESPONSE:

19.    The "approval memo" identified by Jarod Moss on Page 37, Line 15 of his deposition
testimony.

RESPONSE:

20.    All emails or other written or electronic communications sent during the calendar year
201 0 between or among Defendants and Symbion, Inc. (including its subsidiaries, employees
and agents) concerning the Lease or the Premises.

RESPONSE:

21.    All emails or other written or electronic communications sent during calendar years 2010,
       2011, 2012, or 2013 to or from the individual custodians identified below that (a) contain
       one or more of the keywords identified below, and (b) concern the Lease, the Premises,
       or the subject matter of this litigation.


       Custodians:     Jarod Moss; Carolyn Exley; Jonathan ("Johnny") Bond; Brad Brodnax;
       Faris Zureikat; Shannon Kinder; Niels Vemegaard; Dr. David Zarin


       Keywords:       "Duncanville"; "DeSoto"; "Hughes"; "Baylor Surgicare"

RESPONSE:

22.    All "maintenance service contracts" entered into by any Defendant (as required by
Paragraph 14 of the Lease) concerning the backup electrical generator at the Premises.




                                                   Respectfully submitted,




                                                   MARK L. HAWKINS
                                                   State Bar No. 007908 43
                                                   ANDREW F. YORK
                                                   State Bar No. 24066318
                                                   ARMBRUST & BROWN, PLLC
                                                   100 Congress Avenue, Suite 1300
                                                   Austin, Texas 78 701
                                                   ( 512) 435-2300- telephone
                                                   ( 512) 435-2360- facsimile
                                                   ATTORNEYS FOR PLAINTIFF



{W0631142.1}                                          3
                                          Sworn Record 0397




                                 CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the above and foregoing instrument was
delivered via certified mail, return receipt requested on this the   � day of August, 2014 to the
following attorney of record:

Nathan B. Baum
Jeff Cody
Fulbright & Jaworski, L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201

                                              ANDREW F. YORK
                                              MARK L. HAWKINS




{W0631142.1}                                      4
 Sworn Record 0398




EXHIBITQ
                                              Sworn Record 0399




                                     CAU S E NO. DC-13-02334-L



 PATRICIA HUGHES,                                   §   IN THE DISTRJCT COURT OF
                                                    §
          Plaintiff,                                §
                                                    §
 v.                                                 §
                                                    §   DALLAS COUNTY, TEXAS
 DeSOTO SURGICARE PARTNERS, LTD.,                   §
 TEXAS HEALTH VENTURES GROUP,                       §
 LLC, and UNITED S URGICAL                          §
 PARTNERS INTERNATIONAL, INC.                       §
                                                    §
                                                               RD
           Defendants.                              §   I 93        JUDICIAL DIS TRICT


             DEFENDANTS' OBJECTIONS AND RESPONSES TO PLAINTIFF'S
                  SECOND REQUEST FOR PRODUCTION TO DEFENDANTS


TO:      Plaintiff Patricia Hughes, by and through her attorneys of record, Mark L. Hawkins,
         A ndrew F. York; Armbrust & Brown, PLLC; 1 00 Congress Avenue, Suite 1 300, Austin,
         Texas 7 8 70 1 ; 512/45-2300; facsimile: 512/435-2360 .

         Pursuant to the Texas Rules of Civil Procedure, D efendants D e S oto Surgicare Partners,


Ltd. , Texas Health Ventures Group, LLC, and United Surgical Partners International, Inc.


(collectively, "Defendants") hereby serve their Objections and Responses to Plaintiffs Second


Request for Production to Defendants (the "Requests").


                                    WITHHOLDING STATEMENT


         Pursuant to Rule 1 93 of the Texas Rules of Civil Procedure , Defendants respond that


certain documents and information responsive to the Requests are privileged and therefore


exempt from di scovery .        Defendants will not produce any materials that are protected from


discovery     b y the attorney-client privilege,     work-product       doctrine,   party   communications


privilege, witness statement privilege, consulting expert privilege, and/or any other privilege


exi sting at law.      Defendants reserve the right to assert any such privileges at such time that it



DEFENDANTS' OBJECTIONS AND RESPONSES TO PLAINTIFF'S S£COND REQUEST FOR
                                                                 Page 1
58099288.1/11303393
PRODUCTION TO DEFENDANTS
                                         Sworn Record 0400




produces documents. Any disclosure, inadvertent or otherwise, of any information protected by


any privilege or protection shall not be deemed a waiver of that privilege or protection with


respect to such information or any other information and shall not prejudice Defendants' right to


object to any subsequent use of such information.




DEFENDANTS' OBJECTIONS AND RESPONSES TO PLAINTIFF'S SECOND REQUEST FOR
PRODUCTION TO DEFENDANTS                                                                  Page 2
58099288.1/11303393
                                            Sworn Record 0401




            OBJECTIONS AND RESPONSES TO REQUESTS FOR PRODUCTION


1 6.      The "acquisition file" identified by J aro d Moss on Page 32, Line 1 5 of his deposition
testimony.

RESPONSE: Defendants object to this Request as it cal l s for information that is irrelevant and
not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without
waiving the foregoing objections, Defendants have produced or wil l produce all non-privileged,
responsive documents that could be located following a reasonably diligent search of their
documents.




1 7.      The "closing binder for [the] acquisition" identified by J ared Moss on Page 32, Line 1 8
of his deposition testimony

RESPONSE: Defendants object to this Request as it calls for information that is irrelevant and
not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without
waiving the foregoing objections, Defendants have produced or will produce all non-privileged,
responsive documents that could be located fo llowing a reasonably diligent search of their
documents.




1 8.      The "Duncanville/D e S oto merger file" identified by Jared Moss on Page 36, Line 5 of his
deposition testimony.

RESPONSE: S ubject to and without wa1vmg the foregoing objections, Defendants have
produced or will produce all non-privileged, responsive documents that could be located
foll owing a reasonably diligent search of their documents.




1 9.      The "approval memo" identified by J arod Moss on Page 3 7, Line 1 5 of his deposition
testimony.

RESPONSE : Defendants object to this Request as it calls for information that is irrelevant and
not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without
waiving the foregoing objections, Defendants have produced or will produce all non-privileged,
responsive documents that could be located following a reasonably diligent search of their
documents.




20.       All emails or other written or electronic communications sent during the calendar year
20 1 0 between or among Defendants and Sym bien, Inc. (including its subsidiaries, employees
and agents) concerning the Lease or the Premises.


DEFENDANTS' OBJECTIONS AND RESPONSES TO PLAINTIFF'S SECOND REQUEST FOR
                                                                                            Page 3
58099288.1/1 1 303393
PRODUCTION TO DEFENDANTS
                                             Sworn Record 0402




RESPONSE: Defendants object to this Request as it is overly broad and unduly burdensome.
Subject to and without waiving the foregoing objections, Defendants have produced or will
produce all non-privileged, responsive documents that could be located following a reasonably
diligent search of their documents.




21.        All emails or other written or electronic communications sent during calendar years 20 1 0,
20 1 1 , 20 1 2, or 20 1 3 to or from the individual custodians identified below that (a) contain one or
more of the keywords identified below, and (b) concern the Lease, the Premises, or the subject
matter of thi s litigation.



             Custodians: Jarod Moss; Carolyn Exley; Jonathan ("Johnny") Bond; Brad Brodnax;
             Faris Zureikat; Shannon Kinder; Niels Vernegaard; Dr. D avid Zarin



             Keywords:     "Duncanville"; "DeS oto"; "Hughes"; "Baylor Surgicare"



RESPONSE: Defendants object to this Request as it is overly broad and unduly burdensome.
Defendants also object to this Request because the phrase "subject matter of thi s litigation" is
vague, ambiguous, and confusing.          Defendants further object to this Request as it calls for
informati on that is irrelevant and not reasonably calculated to lead to the discovery of admissible
evidence. Defendants also object to this Request as it is not reasonably limited in time or scope.
Defendants further objects to this request as it calls for attorney-client       and/or work product
privileged information/materials.       Subject to and without waiving the foregoing objections,
Defendants have produced or will produce all non-privileged, responsive documents that could
be located following a reasonably diligent search of their documents.




 22.       All "maintenance service contracts" entered into by any Defendant (as required by
 Paragraph 1 4 of the Lease) concerning the backup electrical generator at the Premises.



RESPONSE: Defendants object to this Request as it is vague, overly broad, and unduly
burdensome. S ubject to and without waiving the foregoing objections, Defendants have
produced or will produce all non-privileged, responsive documents that could be located
following a reasonably diligent search of their documents.




DEFENDANTS' OBJECTIONS AND RESPONSES TO PLAINTIFF 'S SECOND REQUEST FOR
PRODUCTION TO DEFENDANTS                                                                        Page 4
58099288. 1 / 1 1 303393
                                            Sworn Record 0403




Dated : September 29, 20 1 4                       FULBRIGHT & JAWORSKI LLP




                                                       Jeff Cody
                                                       State Bar No . 04468 960
                                                       jcody@fulbright. com
                                                       N athan B. Baum
                                                       State Bar No . 24082665
                                                       nbaum@fulbright.com
                                                       2200 Ross Avenue, S uite 2 800
                                                       Dallas, TX 7520 1 -2 7 8 4
                                                       Telephone : (2 1 4) 8 5 5 -8000
                                                       Facsimile: (2 1 4) 8 5 5 -8200


                                                   Attorneys for DeSoto Surgicare Partners, Ltd.
                                                   and Texas Health Ventures Group, LLC

                                      CERTIFICATE OF SERVICE
                               , (" . -




          The undersigned certifies that on S eptember 29, 20 1 4, a true and correct copy of the


foregoing document was served via electronic mail and certified U . S . mail on the following


counsel of record:


 M ark L . H awkins
 A ndrew Y ork
 A RM B RUST & B RO W N , PLLC
  1 00 C ongress Avenue, S uite 1 3 00
 A ustin, TX 7 8 7 0 1
 mhawkins@abausti n.com
 ayork@abaustin. c o m


                                                    ��
                                                   Nathan B. Baum




DEFENDANTS' OBJECTIONS AND RESPONSES T O PLAINTIFF' S SECOND REQUEST FOR
PRODUCTION TO DEFENDANTS                                                                  Page 5
58099288. 1/1 1 303393
 Sworn Record 0404




EXHIBIT R
                                                         Sworn Record 0405




.!'1 ···   =
           •
           •

                               o               Inc.
           R

S�ell'iiiJ'!lg Barnett             Little,
Architecture I Planning l lnteMor Design I Consulting


               December 23, 201 1


            Lance Hughes

            1301 Capital of Texas Highway Ste: A300
            Hughes Capital Management

            Austin, TX 78746


            201136.00 Duncanville ASC Code Deficiency Study
            Re: Duncanville ASC



            Dear M r. Hughes:

            Provided in this package is the Sterling Barnett Little, fnc. Code Deficiency Study and supporting
            narrative and plan documents as requested for the D uncanville ASC located at 1 0 1 8 W. Wheatland
            Road. The facility is currently not l icensed and has not been operational for the last several months.
            SBL has been commissioned to investigate the existing facility to identify code deficiencies in order to
            reopen the facility on which this study is based.

            The architectural and engineering team consisting of                      Starting   Barnett little, Inc.,   reviewing
            architectural portions of the project and Fratto Engineering, conducting reviews of the mechanical,
            electrical and plumbing systems. The study is based on code deficiencies identified according to


            Department of State Health Services (TDSHS) ASC Licensing Rules and Texas Department of
            current State and City model building codes which include, but are not l imited to the Texas

            License and Regulatio n (TDLR Accessibility) . in order to reopen the facility, the owner will need
            reviews and approval from these two authorities having jurisdiction in addition to City of Duncanville
            requirements for Certificate of Occupancy.

            We appreciate the opportunity to participate in providing the investigation services and study r.anative
            to assist in identifying deficiencies with the facility. We look forward to the possible next steps in
            providing design solutions and documents to assist in making the Duncanville ASC operational.
            Should you have any questions or require additional information. please do not hesitate to call.


            Sincerely,
            Sterling Barnett Little,              Inc.




               Michael Barn ett AlA   ,



               Principal




            Attachment(s):             Floor Plan
                                       Site Plan




  Sterling Barnett Little, Inc.                            1 000 Bal ipar.� Way, Suite 200                Arlington, TX 7601 1
  Phone: 81 7.792.2100                                      Fax: 81 7.46 1 . 1 362                                  Page 1 of 1




                                                                                                               H U G H ES 00088
                                                            Sworn Record 0406




 ]!! ••• •           �  IBJ l li\/,i]�
            •        <Q)IQ)   U�U!M l'l'i'fi
                                       U u If�'lli"'
            •
            l!!l'l

                                   c
            f:'l

 St�rijong Barnett                     Little,     Inc.
 An::hi!ecture I Planning / Interior Desigo. / Cons�lting



  Da�G;         December 21 , 20 1 1


      To:          Lance Hughes; Hughes Capital
                                             ·

            Management
SIIJlbject: Duncanville Amb ulatory Surgery Center

Project         201 1 36.00 Du ncanville ASC Code Deficiency Study                           File #: 3 . 0



   Duncanville Ambulatory Surgery Center


   S B l h a s b e e n commissioned t o study the req u i red code compliance needed for the
   building to h ave modification completed for reopening of the faci l ity. T h is report only
   id entifies the defi ciencies according to auth orities havi n g jurisdiction over the project.
   AHJ for the Duncanvil le A.SC wi l l be the Texas Department of State Health Servi ces
   (TDSHS - ASC Licensing Rules), NFPA 1 01 Life Safety Code, Texas Department of
   License and Regulation (TDLR - Hand i capped Accessibil ity), and the                             City of D u ncanville
   for model building and building system cod es references and the basis of this deficiency
   study.


   Th e building reviewed is a 1 story existing facil ity of approximately 9,969 SF located at
   1 0 1 8 W. Wheatland Rd in D uncanvill e , Texas, consisting of four (4) OR's with typical
   prep, recovery, waiting, adm in, typical s u pport, central sterile, equipment and locker
   rooms etc. for a functional Surgery Center. The existing s ite accommodates thirty-six (36)
   standard parking s paces with fo ur {4} accessible parking spaces. The roof is m inimally
   sloped �kith applied mem brane roofi ng over existing modified bituminous roof system .
   There are two existing canopy systems in place for drop off and discharge .


  We have noted the arch itectural deficiencies with bold text and corres ponding plan note
   numbering in the context of relevant TDSHS code requirements :


   TDSHS ASC Rules (State AHJ):

    (d) Spatial requirements.


    {1) Administration and public areas .


     (A) Entrance. Entrances shail be located at grade level , be accessible to indivi duals with disabilities, and
  be protected against inclement weather from the point of passenger loading/unloading to the building
   entrance.
   [1] The existing ca nopies do not protect passenger from inclement weather s i nce they do
   not extend out over wh ere a car could pull u p .


     (B) Waiting           area.   A waiting area o r lobby shall b e provi ded within the A S C and include having the



                                                              1000 Ballpark Way, Suite 200                            TX 7601 1
              817.7922100                                      Fax: 8 1 7.46 1 .1362                                 Page 1 of 1 1
  Sterling Barnett Little, Inc.                                                                              Arlington,
  Phone:




                                                                                                                  H U G H ES 00089
                                             Sworn Record 0407




following rooms and items :


   (iii) access to potable drinking water.
(2] Assume user Will provide bottled water since there is no water cooler.


  (F) Medical records area. The medical records area shall have adequate space for reviewing, dictating,

optical disc), the medical records area shall have adequate space for transcribing records in the electronic
sorti11g,
       or recording records. If electronic imaging devices are employed (i.e., microfilm, digital, or



format. Medical record storage space shal l be located-within a secure designated area under direct visual
supervision of administrative staff.
[3] Th e Medical Records area is not secure; it is open to th e remainder of the Recepti on 1
Administrative area.

  (G) General storage room.


   (i) A minimum of30 square feet per operating room shall be provided exclusive of soiled holding,
sterile supplies, clean storage, drug storage, locker rooms, and surgical equipment storage. General
storage may be located in one or more rooms or closets, and shal l be l ocated outside of the patient
treatment areas_
[4] This area of 1 20 square feet does not exist; it would need to be provided "outside of
the patient treatment areas" per the rules.

  (H) Wheelchair storage space or alcove. Storage space for wheelchairs shall be provided and shall be
out of the direct line of traffic .
[5] Th e loveseat needs to be removed from this alcove.


 {2) Engineering services and equipment areas. Equipment rooms with adequate space shall be provided
for mechanical and electrical equipment. These areas shal! be separate from public, patient, and staff
areas.
[6] The engineering areas are accessed through the Supply Room . A door from the
exterior may be required to satisfy the State.

 (3) Examination room. An examination room is not required, but when provided, the room shall have:


 [7] There are several challenges with this room . First of all, the plan labels this room as
      an "exam room" but the s!gnage on the door states it is a "special procedures."
      Exam rooms do not have gases (per Table 3 of the Rules); this room has gases on
      the wal l . If this room appears to be somethi n g more than "exam," the State will
      inquire of the owners how it is to be used . Second, if this room requires gurney
      access, the corridor leading to this room is not 8' wide. Third, a toilet may not be
      permitted to be accessed d i rectly off. of this room ( bas ed on previo us conversations
      with the State on a differe nt project.} If the use of this room requires the patient to
      prep and recover, additional stations will need to be provided in the appropriate
      areas . If this room is a "Treatment Room" in reality, there are issues as well -­
      including the req uirement for an additional soi!ed utility room which can be
      accessed from the non-steri!e side {see below).

      Rebecca Read called back from the State and left me a detailed message. The
      following is added based on this information :
      The Exam Room can not have direct access to a Toilet as it currently does for



Ste;ling Barnett Little, Inc.                  1 000 Ballpark Way, Suite 200              Arlington, TX 7601 1
Phone: 81 7.792.2100                           Fax: 817.46 1 . 1 362                              Page 2 of 1 1




                                                                                               H U G H ES 00090
                                             Sworn Record 0408




      infection control reasons.
      DSHS does not have a specific fine item for "Special Procedure " rooms; however
       they do have some specific requirements if the ASC has one even though one of
       them is not minimum square footage or clearance. A seamless floor and hard
      ceiling are required, A thennostat and humidistat gages need to be provided in the
      room. Two low air returns are required, and air supply must come from the ceiling.
      There can be no drain or waste line above the ceiling unless there is a secondary
      protection system in place; likewise, it can not be located beneath an exercise or
      recreation room (we're safe from the latter, I don 't have a clue about the fonner.) If
      digital equipment Is used, a 2-p.ane/ film illuminator is not required; if digital
       equipment is not used, a 2-panel film illuminator in the room is minimum. Four
      receptacles have to be on the critical branch as well as one nonnal outlet. With
      regards to medical gases, a Special Procedures Room needs at least 2 Oxygen, 2
       Vacuum, 1 Air
       The Special Procedure room needs to be positive . . . and it needs at least one
      recovery station.

      If this room is used for Endoscopy, there are similar requirements . . . and a
      Endoscopy work mom is needed (probably near the Endo Room rather than
      assuming dirty scopes are taken through to the Decontam Room within the Surgical
       Suite. The tables in the back of th e ASC rules book do address specific
      requirements for med gas and air flow which would need to be addressed.


      So, our "owner" needs to tei! us how we are to look at this room that is labeled
       "Exam" on the plan but "Special Procedure " on the door before we can really cite
      deficiencies unless you are willing to cite both . . .


  (A) a minimum       clear floor area of at least 80 square feet exclusive of fixed or moveable cabinets,
counters, or shelves; and


  (B) a work cou.1ter with space for writing and a hand washing fixture with hands-free o perable controls.



 (4) Janitor's closet. In addition to the j anitor's closet exclusive to the surgery suite, a sufficient number
ofjanitor's closets shall be provided throughout the faci l ity to maintain a clean and sanitary environment .
The closet shal l contain a fioor receptor or service sink and storage space for housekeeping suppiies and
equipment.


 (5) Laboratory.
[8] The area desig n ated "blood draw" on the plans is not a separate room ; rather it
appea rs to be a n u rse work a rea within the Prep area . if the latter assum pti on is correct,
it is assumed that lab servi ces are co ntra cted If the latter assum ption is not true, a
                                                           .


"room" needs to be provided per the code as it is written.


  (A) General. Laboratory services shall be provided within t h e ASC o r through a contract or other
arrangement with a hospital or accredited laboratory.


  (B) Off-site linen processing. When iinen is processed off site, the following rooms or items shall be
provided:




Sterling Barnett 'Jttle, Inc.                   1000 Ballpark Way, Suiie 200                 Arlington, TX 7601 1
Phone: 81 7.792.2100                             Fax: 8 1 7 .461 . 1 362                             Page 3 of 1 1




                                                                                                  H U G H ES 0009 1
                                           Sworn Record 0409




   (i) a storage room for clean linen located within the surgical suite. Clean linen storage may be
combined with the clean work room; and
 [9] There is not space within the clean work room in the surgery suite to store linen ; the
clean linen closet in the Prep area would need to have shelf I cart for clean linen - right
now, there are outdated supplies in this room.

   (ii) a soiied linen holding �com or area located within the surgical suite. Soiled linen holding may be
combined with the soiled workroom.
[1 0] The only place to accommodate soiled linen is in the Prep area; it is currently filled
with bio-hazardous wastes that need to be removed and stored in separate (nonexistent
place).

 (7) Medical wast.e processing. Space and facilities shall be provided for the safe storage and disposal of
waste as appropriate for the material being bandied and in compliance with all applicable rules and
regulations.
[1 11 This space needs to be provided ; one was not found.


  (8) Pharmacy.    A pharmacy work room or alcove shall be provided and l ocated separate from patient and
public areas and under the direct supervision of staff. A work counter, refrigerator, medi cation storage,
and locked storage for biologicals and drugs shall be provided. A hand washing fixture with hands-free
operable controls shall be located in the pharmacy room or alcove.
[12] The pharmacy was locked and could not be accessed. The plans s how there to be a
counter with sink in this space, however this could not be confirmed. What was
observed was that the corridor to this room was not at least 4' wide and the door was not
at least a 3' wide door. From an accessibility perspective, there is not s ufficient door
                                                                                 ·

clearance for this door.

 (9) Postoperative recovery suite.

  (B) Postanes1hesia care unit . A minimum of one patient station per operating room, plus one additional
station, shall be provided.


  (i) In a multiple-bed postoperative recovery area, the clearance between the side of a bed/gurney and a
walVpartition shall be a m inimum ofthree feet. The clearance between sides ofbeds/gumeys shall be a
minimum offour feet six inches. The minimum distance at the foot of the bed/gurney shall not be less
than six feet for single load area/room or nine feet for double load area/room. Four feet ofthe passage
space at the foot of the bed may be shared between two beds/gurneys. The fixed and moveable cabinets
and shelves shall not encroach upon the bed/gurney clear floor space/area.
[13] These required clearances do not exist. The primary clearance issue is one of width;
therefore the number of stations would need to be reduced fro m 8 to 5, maybe 6 (which
would satisfy post-op for OR stations assuming "special procedure" patients are not
recovered in this area).

  {D)Hand washing fixture. One ha..TJd washing fixture with hands -free operable     controls shall   be
provided for every four recovery beds or fraction tlrereof in open wards . Fixtures shall be uniformly
distributed. One hand washing fixture shall be provided within each single-bed recovery room.
[14] There are not enough handwash i ng fixtures to m eet this ratio.

   (ii) When an open or ward area for extended observation is provided, the minimum clearance from the
bed or recliner to the side wall shall not be less than three feet; and a space offour feet shall be provided



                                              1 000 Ballpark Way, Suite 200                Arlington, TX 760 1 1
Phone: 817.792.2100                            Fax: 817.46 1 . 1 362
Sterling Barnett Little, Inc.
                                                                                                   Page 4 o f 1 1




                                                                                                H U G H ES 00092
                                            Sworn Record 0410




at the foot of each bed or recliner. The minimum clearance between beds or recliners shal l not be less than
three feet.
[15] Number of recliners will be limited by clearances .

 (1 0) Preoperative patient holding room.

  (A) General. A preoperative holding area shall be provided and a.rranged in a one-way trar1ic pattern so
that patients entering from outside the surgical suite can change, gown, a."ld move directly into the
restricted corridor ofthe surgical suite. The holding area shall be separate from the postoperative recovery
suite and the restri cted corridor.


  (B) Patient station. A minimum of one patient station per operating room shall be provi ded .
(1 6] Four are provided for the four operating rooms ; none is provided for the "special
procedure" room.

   (ii) In a multiple-bed preoperative holding area, a minimum area of 60 square feet shall be provided for
each patient station. The m it1imum clearance from the gurney or bed to a si dewall shall net be less than
three feet A space of four feet shall be provided at the foot of the gurney or bed and the minimum
clearance between gurneys or beds shall not be less than four feet six inches .
[17]The spacing for stretcher locations on the s outh wall n eeds to be �djusted to meet
these clearances and the gurneys can not be wider than 30" (which works for typical
stretchers}.

   (iii) Space shall be made available for storing and securing patient's personal effects .
[1 8]  There are no lockers provided as indicated on the drawings .

  (iv) One hand washing fixture w ith hands-free operable controls shall be provided for every four
preoperative beds or fraction thereof in open wards. Fixtures shall be uniform ly d istributed. One hand
washing fixture shal l be provrded within each single-bed preoperative holding room.
[19] The only handwashing fixture i n this area is in the "blood draw" area (see separate
note under "Laboratory".) Since the space does not meet laboratory requirements, this
sink should suffice; if however, a Laboratory I Blood Draw room is desired by the Owner,
an additional handwashlng sink will need to be added to comply.

 (12) Soiled workroom. fn addition to the soiled workroom provided in the surgical suite, a separate
soiled workroom(s) shall be required when a treatment room is provided, except as al lowed in
subpa.--agraph (B) ofthis paragraph.


  (A) Special requirements. The workroom(s) shall contain a clinical sink or equivalent flushing type
fixture, work counter, designated space for waste and linen receptacles, and a hand washing fixture with
hands-free operable controls.
[20J if the "Special P rocedures" Room is really a "Treatment room", a separate Soiled
workroom needs to be p rovided to be in com pliance.

  (B) Shared functions. The soiled workroom required in support of a treatment room may be combined
with a surgical suite soiled work room with two means of entry.  A separate door into the soi led workroom
shall serve a treatment room located outside the surgical suite.


 (13) S urgical staff clothing change area.



                                              1000 Ballpark Way, Suite 200                 Arlington. TX 7601 1
                                               Fax: 817.461 . 1 362                                Page 5 of 1 1
Sterling Barnett Little, Inc.
Phone: 817.792.2100




                                                                                                H U G H ES 00093
                                            Sworn Record 0411




  {A) Surgical staffchanging rooms. Appropriately sized areas shall be provided for male a�d female
personnel working within the surgical suite. These areas shall contaln lockers, showers, toilets, hand
washing fixtures with hands-free operable controls, and space to change into scrub suits and boots.
Separate locker/changing rooms shali be provided for male and female staff. The shower and toilet
room(s) may be unisex. These areas shall be arra.'1ged to provide a traffic pattern so that personnel
entering from outside the surgical suite can shower, ch�mge, and move directly into the restricted areas of
the s-..rcrgi al suite.
[21] The male changing room has the correct traffic pattern the female changing room
does not. (Females can not m ove directly into the restricted area of the surgical s uite
upon exit from this room as there is only one door in and out.) Neither h ave a cceptable
showers from an accessi bility perspective. The male room does not have a bench; the
bench is the I ncorrect s ize and in the clearance for the shower in the femal e room
(accessibility issues from the stance ofTDLR).

   (B) Surgical staff lounge. When a surgical staff lounge is provided, the lounge shall be located to
permit t'le use without leaving the surgical suite and may be accessed from the clothing changing rooms.
The surgical staff lounge shall not have direct access from outside the surgical suite. When the lounge is
remote from the clothing change rooms, toilet facilities and a hand washing fixture with hands-free
operable controls accessible from the lounge shall be provided,
[22) It is assumed that the staff lounge provided is not for surgical staff based on the
location ofthe door. IF surgical staff were to use this room, they would have to go back
through the staff changing rooms into the restricted corridor or relocate th e door to this
lounge shuttin g It off from the Recovery area.

 (14)   Sterilizing facilities. A system for sterilizing equipment and supplies shall be provided. Sterilizing
procedures may     be done on site or off site, or disposables may be used to satisfY functional needs.

  (A) Off-site sterilizing. When sterilizing is provided off site and disposables and prepackage surgical
supplies are used, the following rooms shall be provided near the operating room.
 [231 Look at (B) s i nce current plan accommodates Sterilization ; if modifications are
made to this plan and a decision is made to have off-site sterilization, this will need to be
reviewed agai n .

  (ii) Clean workroom. A clean workroom shall be provided for the exclusive use ofthe surgical suite.
The workroom shall contain a work counter with space for receiving, disassembiing and organizing clean
supplies, storage cabinets or shelving, and a hand washing fixture with hands-free operable controls.
[24) The existing room does n ot have a ha ndwas hing fixture, storage cabinets or
shelving.

  (iii) Sterilizer equipment Sterilizer equipment shall be locateri in a separate room convenient to the
operating room(s), in a.'l alcove adjacent to the restricted corridor, or in the clean workroom.
[25] There is one sterilizer in the clean workroom ; t.'l e (flash) sterilizer in the Sterile
Storage area is questionable as to if it can remain or needs to be relocated .

  (B) On-site sterilizing facilities. When sterilizing facilities         provided on site they shall be located
near the operating room and
                                                                    are

                                provide the following rooms .

   (i) Receiving/decontamination room. The receiving/ decontamination room shall b e physically separate
from      all other areas of the surgical suite. The room shall include a work counter(s) or table(s), clinical
s!n...l( or equivalent flushing type fixture, equipment for initial washing/disinfection, and a hand washing


Sterling Barnett Little, Inc.                  1 000 Ballpark Way, Suite 200                     Arlington, TX 7601 1
Phone: 81 7.792.2100                            Fax: 8 1 7.46 1 . 1 362                                  Page 6 of 1 1




                                                                                                      H U G H ES 00094
                                            Sworn Record 0412




fixture with ha.rds-free operable controls. Pass-through dutch doors, windows, and washer/sterilizer
decontaminators shall serve in delivering m aterial to the clean workroom . The receiving/decontamination
room may be combined with the surgical suite soiled workroom.
[26} 1n the existing facility, this is a combined room . There is not a handwashi ng fixture
with hands-free controls; see note below about insufficient space.

   (ii) Clean/assembly workroom. The clean/assembly workroom shall include a counter(s) or table(s)
with space for organizing, assembl ing, a:1d packaging of medical/surgical supplies and equipment,
equipment for terminal sterilizing, a:1d a hand washing fixture with hands-free operable controls. Clean
and soiled work areas shall be physically separated.
[27] No handwashing fixture is provided.

   (iii) Sterile storage. A storage room for clean and sterile supplies shall be provided. The storage room
shall have adequate areas and counters for breakdown of manufacturers' clean/sterile medical/surgical
supplies, This room may be combined with the cleari assembly/workroom.
[28] This is a separate room; no counter is p rovided .

   (iv)   Cart storage room or alcove. The storage space for distribution carts shali be adjacent to clean and
sterile storage area(s) and close to main distribution p oints .
[29] This area does not exist; it is assumed that since each OR opens to the Sterile
Storage that the State will accept no designated space.

 (15) Surgical suite. The surgical suite shall be arranged to precl ude unrelated traffic through the suite.
The surgical suite shall contain at least one operating room and all surgical service areas required under
subparagraph     (B) of this paragraph.

  (A) Operating room . The operating room(s) shall have a clear floor area of at least   240   square feet
exclusive of fixed or moveable cabinets, counters, or shelves. The minimum clear dimension between
built-in cabinets, counters, and shelves shall be 1 4 feet.

  (B) Surgicai service areas.

   (i) Restricted corridor. The restricted corridor shall serve as the primary passageway for staff and
patients witl:rln the surgical suite. The following rooms and areas shall have direct access to the restricted
corridor:


   (VII) equipment storage;
[30]There is no "equipment storage" room ; this needs to be created I p rovided.

   (VTII) sterilizing facilities;
                                                                  However, if this
[31] As drawn, the flash sterilizer is okay in the sterile storage room.
room were to become an Equipment Storage room, it would h ave to be relocated.

   (X) area for emergency crash cart.
[32] None designated ; a spot needs to be designated within the OR area.

    (ii) Soiled workroom. A soiied workroom shall be provided for the exclusive use ofthe surgical suite
st.a.ff. The workroom shall contain a clinical sink or equivalent flushing type fixture, work counter,
designated space for waste and linen receptades, and a hand washing fixture with hands-free operable
controls. The soiled workroom shall not have directconnectionwith operating room(s) or othe� steriie



                                                1 000 Ballpark Way, Suite 200               Arlington, TX 7601 1
                                                 Fax: 817.461. 1362                                 Page 7 of 1 1
sterling Barnett Little, Inc.
Phone: 81 7.792.2100




                                                                                                 H U G H ES 00095
                                             Sworn Record 0413




activity room(s).
[33] Withi n the existing room, there is no s pace for waste and linen receptacles ; the room
would need to be enlarged or an additional room would need to be provide d . No
hands-free handwashing fixture.

  (iii) Clean linen storage. A storage room or alcove shall be provided for storing clean linen .
[341 Area needs to be designated (or room created and designated)

   (iv) Scrub facilities. A scrub station shall be located in t'1e restricted corridor within five feet of the
entrance of each operating room . One scrub station with dual faucets with hands free operable controls
may serve two operating rooms if the scrt.Jb stations are located adjacent to the entrance of both operating
rooms. Scrub facilities shall be arranged to minil'flize any incidental splatter on nearby personnel, medica!
equipment, or supply carts. Viewing panels shall be provided for observation of the surgi cal room
interior. The scrub sinks sba!l be recessed out of the main traffic areas. The scrub sink al cove shal l be
iocated within the restricted areas ofthe surgical suite. Scrub sinks shall not be located inside the sterile
area.
[351 For two of the OR's, the scrub station Is not within 5' of the doors to the OR's.

  (vi) Equipment storage. A room, alcove, or designated area sha!l be provided for stori ng equipment and
supplies used in the surgical suite. The storage room or area shall be a minimum of 50 square feet per
operating room.
[36J This area (200 square feet minimum for 4 OR's} needs to be provided; it does not
exist withi n the surgical suite. Based on conversation with the State, access into
"General Storage" from the P rep area will not s uffice.

   (viii) Area for emergency crash cart. An area or alcove located out oftraffic and convenient to the
operating  room(s) shall be provided for an emergency crash cart.
[37] Area needs to be designated.

   (ix) Stretcher   storage area. An area or alcove shall be located convenient for use and out of the direct
line of traffic for the storage  of stretchers as requi red. Stored stretchers shall not encroach on corridor
widths.
[38] Area needs to be created to comply.

 ( 1 6) Treatment room .
[39] See notes above under "Exam Room" as it is called "Special Procedures." If the
Owner desires a "Treatm ent Room" in lieu of an "Exam" or "Special Procedures" room,
this section of the rules will apply.

  (A) A treatment room is not required, but when provided, it shail be used only for minor procedures.

  (B) If inhalation anest1esia is adm inistered in the treatment room, the room shall comply with NFPA
99, § 14.4.1 requirements for an anesthetizing iocation.

  (C) The treatment room shall have a clear floor area of at l east   1 20 square feet exclusive of fixed or
moveable cabinets, counters, or shelves.


  (D) The treatment room shall contain an examination table, a counter for writing, and a hand washing
fixture with hands-free operable controls.




                                                                                              Arlington, TX 7601 1
                                                 Fax: 81 7.46 1 . 1 362
Steri!ng Barnett Uttle, Inc.                    1000 Ballpark Way, Suite 200
Phone: 817.792. 2 1 00                                                                                Page S of 1 1




                                                                                                   H U G H ES 00096
                                            Sworn Record 0414




(iii) Corridors.

    (I) Public corridor. The minimum clear and unobstructed width of a public corridor shal l be at least
four feet.
[40) The corridor into the Pharmacy does not meet this requirement.

    (IV) The minimum clear and unobstructed width ofthe communicating corridor shall be eight feet.
[41] If patients are taken to the "Exam" / "Special Proced ures" room via gurney, the                         ·


corridors are not wide enough. It is assumed that patients do not access this room from
the toilet which needs to be closed off from this room for infection control purposes.,

  (v)Door swing. Doors, except doors to spaces such as small closets which are not subject to
occupancy, shall not swing into corridors in a manner that might obstruct traffic flow or reduce the
required corridor width. Large walk-in type closw.s are considered as occupiable spaces.
[42] As occupiable spaces, the room which a re marked "Tras h" and "Linen" do not h ave
5' of depth for turning I accessibility.

  (E) Hand washing facilities. Location and arrangement of fitti ngs for hand washing facil ities shall
permit their proper use and operation. Hand washing fixtures with hands-free controls shall be provided
in each examination room, treatment room, preoperative area, postoperative recovery suite, extended
observation room or area, soiled utility room, fluoroscopy room, clean work room, and toilet room.
Particular care shall be given to the clearances required for blade-type operating handles. Lavatories and
hand washing facilities shall be securely anchored to withstand an applied vertical load of not iess than
250 pounds on the front of the fixture. In additi on to the specifi c areas   noted, hand washing facilities shall
be conveniently located for staffuse in rooms and areas noted under spatial requirements in subsection (d)
of this section and throughout the center where patient ca.re services are provided.
[43] Handwashing facilities are not provided in the extended observation rooms or area .

  (H) Signage. A sign shall be posted at the entrance to   each toilet/restroom to identify the facility for
public, staff, or patient use.
[44] Signage does not designate users .

 (3) Floor finishes.

  (A) Flooring shall be easy to clean and have wear resistance appropriate for the location involved.
Floors that are subject to traffic while wet (such as shower and bath areas, and simi l ar work areas) shall
have a nonslip surface. In all areas frequently subject to wet cleaning methods, floor materials shall not be
physically affected by germicidai and cleaning soluti ons . The following are acceptable floor finishes:


  (i) painted concrete for mechanical, electrical, communication rooms, and janitor's closets;
[45] General application for floor finishes was VCT. Existing VCT in poor shape.

   (ii) vinyl and vinyl composition tiles and sheets tiles for offices, lobbies, administ"'ative areas, storage,
staff and public toilet rooms, examination rooms, support spaces, and nontreatment areas;
[46} VCT flooring needs to be replaced In P rep a nd Recovery areas where it is cracked
and de-laminating from the floor substrate.

   (iii) monolithic or seamless flooring shall be provided for ali operating rooms, special procedure rooms,
treatment rooms, patient toilet rooms, soiled workrooms, and steril izing facility(ies). Seamless flooring
shall be impervious to water, caved and installed integ;."'al with the base, tightly sealed to the wal l, and



                                                                                               Arlington, TX 7601 1
                                                Fax: 8 1 7.46 1 . 1 362
Sterling Barnett Little, Inc.                  1000 Ballpark Way, Suite 200
Phone: 81.7.792. 2100                                                                                  Page 9 of 1 1




                                                                                                   H U G H ES 00097
                                          Sworn Record 0415




without voids that can harbor insects or retain dirt particles. The base shall not be less then six inches in
height. Welded joint :tiooring is acceptable;
[47] "Special Proced ure," patient toilet rooms,and Sterile Stores (with sterilizer) a nd
Soi led room do not have seamless flooring. Seamless flooring, where provided, does
not h ave 6" cove.

 (4) Wall fmishes. Wall finishes shall be smooth, washable, moisture resistant, and cleanable by standard
housekeeping practices. Walt finishes shall be in compliance with the requirements ofNFPA 1 0 l ,
§38.3.3, relating to fla:ne spread.

  (A) Finishes at plumbing fixtures. Wall finishes shall be water-resistant in the immediate area of
plumbing fixtures,
[48} Wall finishes need changed to comply.

  (B) Wet cleaning methods. Wall finishes in areas subject to frequent wet cleaning methods shall be
impervious to water, tightly sealed, and without voids.
[49] VCT in prep area needs replaced ; cracks are not impervious . . .

 (5) Ceiling finishes. All occupied rooms and spaces shall be provided with finished ceilings, unless
otherwise noted. Ceilings which are a part of a rated roof/ceiling assembiy or a floor/ceiling assembly
shall be constructed of listed components and installed in accordance with the listing . Three types of
ceilings that are required in various areas of the ASC are:

  (C) monolithic ceilings. Ceilings which are monolithic from wal i to wall (painted solid gypsum
wallboard), smooth and without fissures, open joints, or crevices and with a washabl e and moisture
impervious finish shail be provided in the operating rooms, special procedure rooms, and steri lizing
facilities.
[50] "Special Procedure" room does not have monolithic ceilin g ; Steri l e stores (where
flash sterilizer is located} does not have monolithic cei l i ng .

TDLR Regulations (State AHJ)

1.   [51} All Door knobs primarily located i n the older non renovated portion of the
     existing build ing needs to be repl aced to lever type h a rdwa re.
2.   [52] Curb Ramps for patient d rop off and curb ramps fo r h a ndicapped parking do not
     comply. S l ope, texture and contrasting color for ramp surface are not present on
     existing ramps.
3.   [53] Handicapped parking s pace s ignage was noncom pli ant in mounting height,
     location and s i g n ag e configuration
4.   [54] Handica pped parking space striping needs restrip i ng
5.   [55] Countertop in staff iounge at sink is required to be 34" h i g h in l ieu of the 36"
     counter c urrently existing.
6.   [56] There are severa� existing door locations which do not have the proper door
     clearances for wall adjacencies .


International Codes - IBC, IPC (City AHJ)


1. [57) Restripin g needed for fire lane striping
2. [58] No exterior access p rovided to the fire riser room for fire department access .
3. [59) No overflow roof drains a re p rovided on the existi ng roof drain syste m .


Sterling Barnett Little, Inc.                 1 000 Balloa:k Way,      S uite 200           Arlington, TX 7601 1
Phone: 817.792.2100                            Fax: 817.46 1 . 1 362                               Page 10 of 1 1




                                                                                                H U G H E S 00098
                               Sworn Record 0416




from: Rob Hudson



   cc:




Sterling Barnett uttle, Inc.     1 000 Ballpark Way, Suite 200   Arlington, TX 76011
Phone: 81 7.792.2100              Fax: 81 7.461 . 1 362                 Page 1 1 of 1 1




                                                                     H UG H ES 00099
                                      Sworn Record 0417




                                                                                       Report


                            CONDITION ASSESSMENT
                                     Duncanville ASC
                                      Duncanville, Texas
                                      December 13, 201 1




INTRODUCTION
On December 1 3, 201 1 , representatives from Fratto Engineering, Inc. and Ste;ling Barnett Little,
Inc. visited. the existing Outpatient Surgery Center located at 1 01 8 E. Wheatland Rd in
Duncanville, Texas. This ASC is currently not licensed.

The team was asked to perform a surface review of the facility and its systems. The intent of
this report is to outline the code and operational deficiencies observed d u ring this walk through.
It is not a comprehensive review of all systems and no testing, destructive d emo:it!on, etc. was
performed.



ELECTRICAL SYSTEMS

Code Deficiencies

�»     A fire alarm pull station was not !ocated at the exit from the main Lobby. A pull station
       was located around the comer in a Corridor, but this may not satisfy the fire marshal.

•      Fire alarm strobes are not located in the Toilets in the Locker Rooms.

•      A fire alarm strobe was not located in the Break Room.

•      There are several rooms that have a light switch controlling normal fixtures and a light
       switch controlling emerge ncy fixtures installed in the same box with a common cover
       plate. It should be confirmed that there is a divider in the box and that th e normal and
       emergency wiring do not occupy the same space.

•      The 2x4 light fixtu res above the Nurse Station communicate to the above ceiling plenum.

•      The exterior egress light fixtures only have one lamp.

o      There is only one light fixture on emergency in Waiting, and lt is at the back of the room.
       It is possible that a local inspector will require a light cioser to the exit doo r.

       There are no battery operated emergency lights in the ORs.

            o       There are no light fixtures con nected to normal power in the ORs.

            •       There are no light fixtures connected to normal power in the OR Corridors.

            •       There a re no light fixtures con nected to normal power in the
                    Decontamination rooms.




                                                                                       H U G H ES 00 1 00
                                       Sworn Record 0418




                                                                                        Report
•     The re are no receptacles connected to normal power in the ORs.

•     There are no receptacles connected to normal power in the OR Corridors .

•     Dedicated emergency circuits are not provided for each Recovery Bed.

•     The bed location in 23 Hour only has one emerg ency receptacle and no normal
      receptacle.

•     There is BX cable used for circuits connected to the life safety panel.

•     There is BX cable used for circuits connected to the critical panel.

•     The fire dampers are connected to the life safety panel.

•     There is one ATS fo r the life safety and critical and one for the equipment branch in lieu
      of one ATS for each of the three branches.

      The gen erator has been removed along with feeders to the emerg ency d istribution panel
      and the ATSs.
•




•     A generator annun ciator panel is not present at a 24 hour location.

Operational Deficiencies

•     The recessed can fixtures are designed for incandescent lamps and are currently
      lamped with compact fluorescents.

•     The 4-way light switches in the back OR Corridor do not work properly.

•     The fine isolation monitor for OR-2 is not operational.

.,    The line isolation monitor for OR-4 is not operational.

      The LIMs for O R-3 and the x-ray isolation panel have been replaced. The LIMs in the
      other ORs a re likely at the end of their useful life.
•




•     The remote test buttons located in each OR for the x-ray LIM are not operational.

•     The electrical panels are Federal Pacific and parts will be d ifficult to find.

•     The main panel is located outside.

•     The emerg ency distribution panel is located outside.

•     The nurse call system is beyond its useful life.



PLUMBING SYSTEMS

Code Deficiencies

•     The sinks in the staff and patient Toilets do not have goose neck faucets.

•     Each bed location in Recovery only has 1 vacu um outlet in lieu of 3.

           •        Tne bed location in 23 hour Recovery does not have medical gas outlets.

           •        The Special Procedure room only has 1 oxygen outlet in lieu of 2.

           •        The Special Procedure room only has 1 vacuum outlet in lieu of 2 .




                                                                                        H U G H ES 00 1 0 1
                                        Sworn Record 0419




_______                                                                                    Report
•      Only one medical gas master alarm panel was observed .

•      The medical gas alarm panels did not have pressure gauges.

•      Non medical air outlets were not observed. However, a medical air com pressor was
       added in the sterilizer room adjacent to the electrical room. It is dou btfu l that this system
       meets new non medical air code.

•      Given the age of the medical gas system and the recent changes in NFPA, it is likely
       that significant portions of the medical gas system do not meet current code.



MECHANICAL SYSTEMS

Code Deficiencies

o     The Business Office Manag er's Office does not have return air.

•     The Corridor at the west exit has a 2x2 grille that communicates to the plenum.

•     Two roof top units that appear to serve non patient space a re located above Recove:-y.
      Both units are set up for non ducted plenum return and the air path is above the
      Recovery ceHing. This is unusual and some inspectors may d eem this a code violation.

"     The light fixtures in the OR suite Corridors are used for plenum return.

"     A humidistat is not installed in OR-2.

•     Plexigla s shields have been suspended below the supply air diffusers in the ORs. This
      creates a large horizontal surface that collects dust and debris and is difficult to keep
      sterile. it is likely that that distribution pattern of the diffusers is unaccepta ble to the
      surgeon and support team.

O perational Deficiencies

•     The exhaust fans were not operational.

•     The hum idifiers are located above the ceilings. This makes maintenance difficult.

•     The final filters a re located above the ceiling in the supply d uct work. This makes
      changing filters difficult, and it has to be done in a critical care space like Recovery.

•     The thermostat in OR-2 is not operational.

•     The thermostat controlling the unit serving the OR Corridors was not observed.

•     Rooftop units 6 and 8 serving two of the ORs are beyond their useful life.

•     Roof top unit 8 has its outside air opening less than 3 feet above the roof.

•     Roof to;:> units 2 and 9 are beyond their useful life.

•     The remaining units appear to have been installed in 1 996. They appear to be in good
                    condition but at   1 5 years old, they are nearing the end of their useful l ife .




                                                                                           H U G H ES 0 0 1 02
                                                   Sworn Record 0420




                       -   ·-   -· --- - - ----



                  1
                  I:


             . • •I
                  I



       =i
       C/J


       m
       '1J


       �


                                                                                                                                                             J
                 I·                                                                                                                                ,., '-. - f: . '
                                                                                                                                                 ----.,--'                   .
                 I
                                                                                                                                                                                                       ·
                                                                                                                                                                                                   I


                                                                                                                                                      ·:-­
                                                                                                                                                   .. -
                                                                                                                                                 . -
                                                                                                                                                ·-       ·
                            ·'-

                                                                                                                   · -




                                                                                                        ..                                                                  ..,.-;.... .
                                                                                                                                                                                                       .
                                                                                                                       :

                                                                                                              .
                                                                                                                  �L       0 o'       00
                                                                                                                                                       -



                                                                                                                       .          .
                                                                                                                                                                                                           .
                                                                                                                   r        '                          .
                                                                                                   •'         t                                                 •
                                                                                                                                                              _ . ..




                                                                                                                                      ,.
                                                                                                        ..,                                              -'-
                                                                                                                                                          '
                                                                                                                                                 ·'----




                                                                                                                                                               "':,
                                                                                                                                                   '
                                                                                                                                                     .    .   �




                                                                                                                                                                        ·. . ..                I
                                                                                                                                                           .,



                                                                                                                                                                                                   ..:
                                                                                                                                                  '    �            �
                                                                                                                             . .



                                                                                                                                                                                                      ··
                                                                                                                                               .       �        .                      �
                                                                                                                                               , r         -




                                                                                                                                                                    .
                                                                                                                                                                        .    _. .
                                                                                                                                                                             .
                                                                                                                                                                                  -


                                                                                                                                                                                   .
                                                                                                                                                                                               ,
                                                                                     ®.
                                                                                                                                                       .
                                                                                                                                                       -            .                  '
                                                                                                                                                                            .                      r'
                                                                           f.V.

                                                                  i
                                                                · ;. .
                                                                                                                                                                            - ·
                                                                                                                                                                              .




                                                       .I
                                                       -
                                                           .
                                                               -. �
                                                                  ''
                                                                . '                                                                        •    ell·           ••                 ••
                                                                                                                                                                                               I
                                                                                                                                                                                                   ' .




                                                                                                                                                 ' J - -                                   .




TIDD                                 ?;           {§                   �          Dunca:::   ASC


iSRteEr�l·l�n�B�a�rn�·�t-taD_.L�I-tt�l=•._���-    ��·�����-----.�--��-=�.-b.-b-�
                                                                                                                           H UG H ES 0 0 1 03
                                                                                         Sworn Record 0421




                                                                                                                                                            .   '
                                                                                                                                                                    c •   •




                                                                . . . . �. .    .   ,•
                                                                                              :�   .    - . �.,

                                                                                                                                                - � c..
                                                                                                         . ·. .
                   . • ,· ·                                                                            '"' ·· '. , ..,.,..,..               .
   ,.                                                                                                                           .
                                                                                                                                    - -·�




                                      ·, ..
                             �-
     .    r                       �




                       �-�··,            t
                   - ,..               I'
          ·
         � .�      ,.�    I       ..    .,        I .




                             . .,                       .: -·

                            -� -�             -

                                        '·



                                       ;: .;
        ·
   :..·� .                  ,··-'"-               '··



         �: ·--·�                      '' · ��
                                       fp:
   ;t:.��:
- •.' �-




    . . �              ..


                                       .tl;:i::;:::;�,.
                       . : ,(
.":"'_: j'�..o·.
                   ·




    -·.- I ·-'.
         := '



             .
    ,.                                                                      ·
     .                                                                  .




                                                                                                                    Duncanville                           ASC

                                                                                                                                                _,., ,.




                                                                                                                                                                              H U G H ES 00 1 04
       Sworn Record 0422




                                                    l()
                                                    0
                                                    ..--
                                                    0
                                                    0
                                                    (f)
                                                    w
                                                    I
                                                    (9
                                                    :J
                                                    I




                                     ,.•




                                           ;
            I •
. ,·
 '
       ":       �I

   ·'                                          '



                     :-: .       .
                     '
                             '


                         :
                                            11: I
                                           '
                                            ; I �
    Sworn Record 0423




r




(
       !
       iI
                           I
                             I
       I
       I
       b.                _d
            __ __ _ ______




                                 H U G H ES 001 06
              Sworn Record 0424




                                                          -··-· -            'I
                           -·· -          ·      · -=------- ---
                                                � - ,. · -- p ·


                                      -::..:.:�
                                              -:.:..:.  - �




(
          I
          I
                                           Il
                                                --
    .     I                       l        I

    � I:                          6._ - - ,..d..___
    1.�


    II
    �:



                                                                  H U G H ES 001 07
      Sworn Record 0425




(




(

                                    l
                          I
                          b
                          _____
                                    I
                                  _rj




l�-



                              H U G H ES 0 0 1 08
     Sworn Record 0426




(




L.




                         H U G H E S 0 0 1 09
                                      Sworn Record 0427




                                                              0
                                                              ..­

                                                              0
                                                              ..-

                                                              0
                                                              (f)
                                                              w
                                                              I
                                                              (9
                                                              :::J
                                                              I




        ANISHES ROOR PlAN
      1
     G) 1/r.........




                       ----
                       1/.U.
                             --
                       a     - -
      y.
       . ---
                �-


                --      ' __,...._
                       �= ==-
                        q)   --



                       i! L-�::t.-
                       �.,.a _ _.,_




                                                          \
L.                                            ·..._.      J
                           Sworn Record 0428




    m
    r
        0 -¢-
                       I
    s




        r
    .                  I
    I
    i       I
             u �
(
    I   �    I I
            <9 <9 0



            l' igPI' ;
             iii
             I I
            'I t. •�
             p� ai
                   i
             I




                                               H U G H E S 001 1 1
    Sworn Record 0429




(
\




                        Euwer
                        & Associates
                        � ���
                        ltq) ..,..�




                           H U G H ES 0 0 1 1 2
                            Sworn Record 0430




    .-�...
      --   �   ·-·   · -·· ·----




(




l
                 DUNCANV!lli SURGERY CENTER REMODEL   uwer
                 1018 East Wheatland                   Associates
                                                      ��




                                                        H U G H ES 001 1 3
                                   Sworn Record 0431




(

          - c;>


            �     L::=:::::;;::====�




(._ _ .



                                                       H U G H E S 001 1 4
                                          Sworn Record 0432




                                                                                       /
                                                                                   /
                                                              �


                                                                  -




                                                                                                          $l
                                                                      --

                                                                           ·




                                                              1j-------·-· i_"' ,-
                                                        ---f$l�!
                                                                               ../


                      L.. ----
                           . :.rr · -----
                    H----+-�+1
                                                                                                                _ _   · -- -


                              1,
                                                                               I
                                                                               i                           i           i;
                                                                               i                           I           1!
                                                                                i                          i           il

                                                         --   � �                  i
                                                                                   i
                                                                                                     lf
                                                                                       · -- ·-- ·-- ·�:




                                                                                                      i
                                                                                                           1
                                                                                                           I
                                                                                                                �           --




                                                                                   I         ...�·
                                                                                                           I

(




                                                         ;
                                                         ' Ii
                                                         I I
                                                         I •
                                                         . �
                                                                  ;
                                                         1




    G �J'l�i l] ,. --- -
    " !1
    •
           �       �
               i.- _ -_-    1   �
                                 -
                                ··
                                     DUNCANVILLE SURGERY CENTER REMODEL

                                             Duncanville, Texas ______,
                                           1 01 8 Eost Wh eo tl o n d

                                            -        ---                                                  .6 tel
                                                                                                          �B.!.                  _   ·   ·.




                                                                                                               H U G H ES 00 1 1 5
          Sworn Record 0433




(
,!'-- "




(




l_




                              H U G H ES 0 0 1 1 6
                                     Sworn Record 0434




    !i! �
        · I
        .
            ..       ll
                          H
                          !s
                               !l�

    �
             .
                 •   l!




(




                                                         H U G H ES 001 1 7
                                Sworn Record 0435



         I   -   -- ----- ---




(




l                      DUNCANV!ill SURGERY CENTER REMODa   Euwer
                       1018 East Wheatland                 & Associates
    __
     _




                                  Texas                            ..
                                                           = -...rua.o. .-r.
                                                           llo\'l'W"'$1.\ D- 7�
                                                           (rd2)    l-2!rno




                                                                        HUGHES 001 1 8
                                                            Sworn Record 0436




                                                                                                                                                                            (j)

                                                                                                                                                                            0
                                                                                                                                                                            ...­

                                                                                                                                                                            ...-



                                                                                                                                                                            0
                                                                                      I»A'Il!GS Ntf. (lf....4
                                                                                                            ._ '!1C oMO Hit: Jm' fittiCifti "'I *Oilf V.O. NG t\l!ln' nnL
                                                                                      OX&llfAtt wnt ona 'IIUDl!l.


                                                                                                                                                                            (j)
                                                                                      IIIDD 'IO � � AW> DCr.t!t.$ POA DX't � NMJ
                                                                                      .IW��TICIK.

                                                                                                                                                                            w
                                                                                      flO'tlt lO tf'ICI'ICI'IDtS
                                                                                                           II    Ftlt Mt"A � Q( �
                                                                                      l't£PUU" QMUt1l JO MICHJICf,/riO<UUt. ID'Im.v:fal.
                                                                                                                                                                            I
                                                                                                                                                                            (9
                                                                                @ =-�                                                                                       :J
                                                                                      � ft.NOI RtT !CID'



                                                                                             ��          ���':n":.:
                                                                                0 =-Qiafi' IOIR ..... M.l( � MO � Oif ,I.S-Il.ILT                                           I
                                                                                � .....
                                                                                  =-:::t�"='"=�-=���
                                                                                0 \WYtf)II(D fii 'III CIIM'J IIfO IWlii: O. .......,. ...-=.
                                                                                @
                                                                                (!) :.:r:=ao::r-
                                                                                            ��   ��Cir;II" ... .. 'Ht'.
                                                                                ffi = �"='�'M :hiiUrlf iiCII .U. JIIO CWJCI � 11;1
                                                                                ® -
                                                                                  =.'r=��.:=-��D6.Ct
                                                                                                 cadJUD
                                                                                ® �,::                ����..ra..-,. �
                                                                                     -



                                                                                     �'i:::'���
                                                                                             �     -- lftii'T
                                                                                  I' NI0 111E IHIAY IMIA11111t ll'*l- 1111K IIml �
                                                                                8 JIIIII:NGE IICiflliM. ..._. m ., ....-r� PL*I ���»nm • IJ:ISflt3 wa. Net


                                                                                     =-�=�-==-..:���- o\'1
                                                                                     � �...=: : ==-��       �                ��       SAI -.&L iil::...
                                                                                @

                                                                                @
                                                                                     =- �IOI-V7'    '1111*. fiiEN'OI'J .'ID CXICII:£E




    0
    .2  . PARTIAL ROOR             PLAN - PROI'OSID POWER
                       CB-41                      CB-.35


    .     5C.A1..C 1/41 - 1'::0:




                                                                                                                                    ...... ....... ... __
                                                                                                                                             ---
                                                                                                                                             ---
                                                                                                                                             ........,....
                                                                                                                                                  'NIIQ.-uti




L
                Sworn Record 0437



    �--- ------ ---- - ---- -· �--




(
'




                                    H U G H ES 00 1 20
                                                        Sworn Record 0438




           ..          s6              Gl Gl 9 19                           ·Gl GJe
    ----           •        •

                                                                            �� "! j i a'
(
           1 91 �� q, ,                � fi i! ;U !
           J  ��� ��I J;I I
           s jd Ji all
              ��I il liJ
                                II     i1Sli Ha ii!U
                                       a
                                                 a 3J �
                                               e ft
                                       �� I� �� ��2 �
                                                                            II�� lh �
                                                                            i
                                                                             il
                                                                                  S
                                                                                  •




                                                                                  a
                                                                                  d Gi
                                                                                      � E
                                                                                      e "�
                                                                                      •   i!!
                                                                                                ·
              jlt l                    a;                    1
                                                                             a    e .,

                                       �a �                                  •a   i r:
                            �

               '
               �
                       i    l !                     •        •
                                                                                   p
                                                                                          •




                                li     a� i ; R t
                                                                                  !

                                                    !
                                                                                          -

                                                             a                -' e p I
                                                                             .    �
                                        i
           i       i        i
                       �                   !
                                          I � !a                             f� I t., a
           !       ! I      !           : !I!                                g    � ;I    �
                                           �   ;
                                               li
                                                        ii
                                                        a
                                                                             i �� �
                                               I                             i    ; li
                                                                                      �



                                                                             �    �
                                                                             �    p




(




                                     DUNC11NV1U.E SURGERY CENTER REMODB.
                                     1018 East Wheadand
                                                 Texas




                                                                                                    H U G H ES 00 1 2 1
                         Sworn Record 0439

zz � o o S 3 H 8 n H




                                         -ma1 '<�JI!Ia         II.fi!J'Jl
                                        J>U111ll!a\IM l51!] 91.0L
                       l3<lOvmt lBlND AlG�llns rniAN\0Nna




                                                                            )
                                                     Sworn Record 0440




                                                                                                                                                                                       ('/')
                                                                                                                                            ....... ......                             N
                                                                                                                                                                                       0
                                                                                                                                                                                       ..--

                                                                                                                                                                                       0
                                                                                                       DIUllllfrll)I «. �11C NCI Mt r101' iH1f:JIQO:I 'IIl ...OW bCM JM:) l\fJW r.Dl
                                                                                                       COCIII'&
                                                                                                             IHA limf C1HDI 'JifAtiU.
                                                                                                       IIEnft 10 � � Nil £1EfM.S n:tt DCiiaf � NI)



                                                                                                                                                                                       (f)
                                                                                                       J«<!IICICoiL�DOIL
                                                                                                       JIIOeii 1D � Rllt M� mT bt �

                                                                                                                                                                                       w
                                                                                                       IVOirr o:tAIC:ll lO MCHlECT� �"I'UIC1t:A.
                                                                                                       llm � Afl: llt!mE DIIIDI!OiiS.
                                                                                                       Nft i'MDIIIIE � Dnltl: � llft " IW.L JO K fiEMO'IE!l �MJ.
                                                                                                       . lll!l.OCII.'m> trl llltAMD"'' INU./Iii..&. WNJ. AS � ItT OVQ.                 I
                                                                                                                                                                                       (9
                                                                                                                                                                                       :J
                                                                                                     Q}                                                                                I
                                                                                                     Q r" � SIJPf'l.Y MA DJC't �Y tt'!U.J.Tm..


                                                                                                     ('j
                                                                                                            � tl' Ol iiM"' 1D K .111131J). Riil.b 'IOin' � COUJIOH.




                                                                                                     <J
                                                                                                            e-. $'Elliln� ....,,. • O!.a' t'iXfm<.w.T l!Od..A'I'U).

                                                                                                         � I€W' tf..IUISTAt. 'LWT DACT UlQI.TIDN 11tK CMEJL
                                                                                                     @ � ICW �Cl!JV>t. "CIIrY � &.QCII'IOI !flni1 11JM;11.
                                                                                                     {j) MO'\oa: A !fC'" • ::w' lr ... Hl. IXIIJIYIrUrU.. IUU."II:D JI£n.- - un:




                                                                                                     @
                                                                                                     ®
                                                                                                            ll!!ftMZ tllnHC FI."IDII AT I!OQP' V lNT MTM II!'II M!'lV a i'I..IDS.


                                                                                                     @
                                                                                                     @
   MECHANICAL S'ti.IBOl SCHEDULE
  (D, llliRl&WTAT � CIGWttt %IIHl
 -o- �tt �
 -t!L.- � LI!Illlt l.llt
 ......._ �r wtml»( uu:
  %31 OllliMCt .....,...,. All· CtiC1'
  0 � � - [Qlf
  ra fft JIIPIYIl. Nii OtiCT
  t!'l tO IIRII!N IIItt. ·WCT
  l1i lfLW l!PJ!W o\11! �
 .... naat �
-{;) """"" .....


=+r ���w:=� oo.
   m wcr ad!:£� wn�
          f!Dam ....:ltJI
                     :A '(IIJLOJ

=;oF AA �
 F'.&D rwtt � PAroftJI
 &-       OOIOCT TO Q!nVIQ:
          -




                                                                                                                DIFFUSER DETAIL                                     .. -.
 nrZill   AR R.:IEII
   ..     � � MJ. �



                                                                                       Q�LING
                                                                                         I. wrlliOO t:F INSW..I.RlOH R:IR. �RT1Qf(T SQ.. WIL K 1'\'PICN. A:I\" AU.
                                                                                             f1.£X � lO M! Ol$ffiiJl11lOM DDCfS.
                                                                                         2.. JIUER. TO ofi!II QEVJC.£ StHl!Uf f'gft COIIJ'W:1' t:llt.M illf'f'IJ5D'\ f!Wit.




                                                                   ---- 2</13 20 Ga.
                                                                        SHEENETAL
                                                                       0/A DUCT


                                                                           lNSECT
                                                                           SC!<El'N




                                                                                         RETURN A1R GRI LLE DETAIL
                                                                                                                                �
                                                                                                                                       � 1-i"_,_---
                                             O U TSIDE AIR DUCT DETAIL
                                                                                                                                                ==
                                   -                                                                                                             ... __


                ��::-:..:r�= =".::.r� ��
            ......
                ....
                   .__
                     .. ....   _         �                                                                                                      'NI.U·Ja.lll�
            �




                       L
                 Sworn Record 0441




(   ,




c




        DUNCANVIUE SURCERY CENTER REMODEL
        1018 East Wheadand
                    Texas




                                            H U G H ES 00124
     Sworn Record 0442




(




l.



                         HUG H ES 0 0 1 25
    Sworn Record 0443




(




                        H U G H ES 00 1 26
    Sworn Record 0444




c




                        H U G H ES 00 1 27
            Sworn Record 0445




                             l l l l 1 l z !           �

                                   � i
                             u i I pI H
                             J "      ie s
                                                       B
                                                       �
                                                       v
                             � .         i
                                                   i
                             !                              i,
                             � � � �� �        n            i
(                            H     � �� �      n
                             . � � �� � � .            �    I
                             ' � � �� � � .            p    [
                                   . , '"' , , .
                             IU    • 4 ' 7 ' .
                                                       ·�
                             H               � �
                             H � �H ��                  I




(   DUNCANVIUE SURGERY CENTER REMODEL
    1018 East Wheatland
               Texas




                                                                 H U G H E S 00 1 28
 Sworn Record 0446




EXHIBITS
                                                Sworn Record 0447




Lance Hughes
From:                        Bob Richey [brichey3@tx.rr.com}
Sent:                        Thursday, January 10,2013 9:37AM
To:                          Lance Hughes
Subject:                     Duncanville Surgery Center Proposal
Attachments:                 CCE01102013_0000.pdf



Good morning, Lance.
Attached is the proposal for the renovation to Duncanville Surgery Center. I have included the spread sheet with the
individual divisions of work a!ong with the clarifications, alternates for your review, schedule and my bid t abulation
sheets showing the subcontractor pricing for each division.
!fyou have any questions, please give me a call today    ( 817-307-4792 ) .   I will be tied up tomorrow working on a propos al
that turns in at 2:00pm. I'll certainly be available after that time.
I appreciate the opportunity of working with you on the Duncanville project.


Bob




                                                                1




                                                                                                      H U G H ES 00410
                                     Sworn Record 0448




                                DUNCANVILLE SURGERY CENTER
                                      January 9, 2013


General Conditions                                            86,065
              •
Demolition Sltework                                             3,500
Concrete                                                       11,375
Masonry                                                         5,800
Steel                                                           4,300
Carpentry                                                      17,2 06
Thermal - Moisture Protection                                   4,400
Doors                                                          16,403
Finishes                                                      83,513
Specialties                                                     5,905
Special Construction                                           18,240
Mechancal                                                     149,128
Electrical                                                    149,530


                                                              555,365
8.25% renovation tax                                           45,818


                                                              601,183




                                                             H UGHES 00411
                                          Sworn Record 0449




General Conditions Duncanville Surgery Center
                                                          Labor        Material             Total
Permit                                                                      1,500             1,500
Project Manager 20 weeks - $3,450/week                        69,000                         69,000
Travel 25 miles/day X 100 days- 2,500 X.S7                                  1,425             1,425
                                                                                                  -
Schedule                                                                                  included
Construction Photos -$6.!Xl/week X 20 weeks                                   120               120
Temporary Toilets -100.00/month- 4 months                                     400               400
Safety/First Aid                                                              200               200
Temporary Fire Protection ·Recharge                                           200               200
Barricades                                                                    100               100
Storage Trailer -180.00/month X 4 months                                      720               72 0
Field Office E�epenses                                                        125               125
Printing -125 X 5 sets                                                        625               625
Postage - Delivery                                                            200               200
Fuel-QIJ,Generator                                                            100               100
Small Tool Purchase                                                           300               300
Equipment Rental                                                              300               300
General C�eanup                                                 720                             720
Dumpster     10 X 500.00                                                    5,000             5,000
Final Clean -10,000 square feet X $0.50                                     .5,000            s,ooo
As Built Plans                                          Included       included           Included
O&MManual                                               Included                  30                30

                                                              69720        16,345            86,065




                                                                                       H U G HES 00412
                                     Sworn Record 0450




Duncanville Surgery Center
                                                         Labor         Material     Sub      Total
Demolition/Sitework
Miscellaneous Demo                                          2000                               2,000
Interior Demo - Rice [)rywall
Pavement Marking                                                                     1,200     1,200
Lawn Sprinkler System· East Side                                            300                  300


                                                            2000             300     1200      3,500




Concrete
Miscellaneous Concrete                                                              11,245    11,245
Sealed Concrete                                              100              30                 130


                                                             100              30    11,245    11,375




Masonry
CMU @Column                                                                          5,800     5,800
Sawcut�Toothln 2 openings
Medallions




Steel                                                                                4,300     4,300
Columns+ 2 angle iron headers




Carpentry
Bolts/Screws                                                                 200                 200
Interior Blocking                                                300         150                 450
Miscellaneous Carpentry -Allowance                          1,200                              1,200
Framing- Canopy                                                                     10,270    10,2 70
MJIIwork                                                                             5,086     5,086


                                                             1500            350     15356     17206




Roofing
Roofing                                                                              3,400     3,400
Fire caulking                                                    500         500               1,000


                                                                 500          500    3,400     4,400




                                                                                      H U G H ES 00413
                        Sworn Record 0451




                                        Labor         Material    Sub       Total
Doors and Windows
Hollow Metal Frames                                       3,495               3,495
P. Lam Doors                                             3,072                3,072

Door Hardware/Install                       2,880         69S6                9836


                                            2880         13,523              16,403




Finishes
Lathe-Plaster                                                      7,000      7,000

Drywall                                                           23,500     23,500

Floor Covering                                                    35,565     35,565

Paint                                                             17,448     17,448


                                                                  83,513     83,513




Specialties
Wall & Corner Guards                        1 ,000        1,200               2,200

Cubicle Curtain Track                       1,020           480               1,500

Toilet Accessories                              470         745               1,215

Lockers                                         790         200                 990

                                            3,280         2,625               5,905




Special Construction
Fire Alarm                                                         7,400      7,400

Fire Sprinkler                                                    10/840     10,840


                                                                  1 8,240    18,240




Mechanical
Medical Gas                                                       77,801     77,801

Plumbing                                                          40,1 50    40,150

HVAC                                                              24,427     24,427

Test and Balance                                                    6,750     6,750


                                                                  149,128   149,128




Electrica i                                                       132,045   132,045

Nurse Call                                                         17,485    17,485


                                                                  149,530   149,530




                                                                    H U G H ES 0041 4
                                  Sworn Record 0452




                           DUNCANVILLE SURGERY CENTER
                                     CLARIFICATIONS
                                     JANUARY 9, 2013

1.   We exclude the upgrading of the existing telephone and data system.
2.   We exclude the painting of the exterior plaster finish.
3.   We exclude the furnishing of new cubicle curtains.
4.   We have priced all new doors as plastic laminate finish to match the surgical suite doors.
5.   We have priced the new door hardware with Sargent hardware.
6.   We have priced the existing VCT flooring in the existing toilets to remain.
7.   We were unable to r eceive a price from the facility's fire alarm contractor. A fire alarm
     price from Ideal Fire and Security is included.
8. We exclude adding expansion joints for the new door frames. The existing walls do not
     have expansion joints at the door frame locations.
9.   The new ductwork for the surgical staging corridor may need to be revised due to the
     existing sprinkler main in the same a rea.
10. We have priced the new drywall partitions to penetrate the ceilings    as opposed to the
     detail showing the partitions to stop below the acoustical ceiling.




                                                                                    H U G H ES 004 1 5
                                     Sworn Record 0453




                                    DUNCANVILLE SURGERY CENTER
                                             AlTERNATES
                                           JANUARY 9, 2013




1.   Cost to dean the remaining Items in the existing
     reception and offices 101, 102, 103, 104 and 105.         $520.00
2.   Cost to remove the existing vinyl composition tile
     noted to remain as existing and furnish and install
     new vinyl composition tile and cove base.                $7,247.00
3.   Cost to repaint the existing OR ceilings with latex
     paint.                                                   $1,011.00

4.   Cost to clean and reseal the   existing 16 wood doors.   $2,322.00




                                                                          H U G H ES 004 1 6
                                                                                                                                                      Sworn Record 0454




                                                                                                                                                                           ,.    -
                                 :
                                                                                               PROPOSED CDNB"TRUCTIDN SCHEDULE
                     :·';.(\' ,..,,._.. \.JU..:l..;S;.         ���
                                                                                                    - ��
                                 DESCRIPTION
                                                                                                        �                   �                                                                                                                                t-1
                                                                                                                 :::!                 �       �       ,'7   ·�        �.             ID       tt                       5 . �ft           if:\                             ��            I�                �
                                                                                                         I              I                                                                                     :                                                                    f      :
                     �.{rr-                                                                                                                                                                                       T
                   J.W'M-�l                 !lit P.i?:                                                                                                                                                                                                                             j     'l·
                                                                   ·
                                                                                                                            I                                                                                                                                                           . '
                    can
                     �.-,�c�:::.Hr..J
                            __ ... -· -:; n.r
                                           . . HP'If                                                                                                                                                                                                                               i
                                                                                                                                                                                                                                                                                   [
                                                                                                                                                                                                                                                                                          1       .
                    -.-;;;:                                                                                                                                                                                                                                                    I
                               nAJt..4                                                                                                                                                                                                                                     i
                                     A'l!'ut::H''\"11/�                                             I
                                                                                                                                                                                                                                               I        i                Tr ;           [:t
                      -
                      . _._.•.
                                      �-·-'


                                 : .._. .
                                                        �AJ..-
                                            � t:JJJ�LJ!I..
                                                                                                    ' !
                                                                                                        1
                                                                                                                                                                                                          '


                                                                                                                                                                                                                  I          '
                                                                                                                                                                                                                                               I
                                                                                                                                                                                                                                                              = ::o£
                                                                                                                                                                                                                                                                           'I
                                                                                                                                                                                                                                                                                       1-�              --
                                                                                                                                                                                                                                                                                                        ----L-




                                                                                                                            ll
                                                                                                         '                                                                                                        .I                                                                              '
                        �M�..._,... w.......- . ._ ..                       _
                                                                                                                                                  '
                        U.l� -· ... .-1"!"11!1!-<\
                    .o!.f,_.,. VI-• t.Lj �.AM�
                                                                                                                                                                                                                                     '
                                                                                                                                                                                                                                                                         �-·:
                                                                                                                                                                                                                                                                          i
                                                                                                                                                                                                                                                                                        !i
                                                                                                                                                                                                                                                                                       iT ;
                                                                                                                                                                                                                                                                                        ! ;
                    �"- --�           ,_                .... -�        J,plll-                                                   l                                                                                               I                 l          l

                                                                                                                                                                                                                                                                                       1#=.
                                    Yf
                     W\U.. ! ]tVI!"Jt
                               .                                                                                                  t                                                                                                                            !          I; j                          ----M



                                                                                                                                                                                                                                                             . i          i ;
                   � ��1"1"�-tA.- ru..tm..
                                       ..                                                       '                                ii                                                                   I
                    tt-t'n!!;.   ...lotit.     c:. -         t .gr:;e_                                                                                                                                                                                         1          !i l
                                                                                                                                                                                                                                                               ! .              -�        :       ;
                     ,.,.                  L t':.A.t         ...,.xu,                               I
                                                                                                                                                                                                                                                                           i   :.
                                                                                                         1                                                                                                                                                                                    '   ;!
                    �-           IM
                                                                                                                                          I

                                                                                                                                                                                                                                                                         �
                                                                                                                                                                                          I                   I
                    11\��-· ·W                                                             '
                                                                                                                                              '                                                       I                                                                                ��i
                        .,.JO.�-                                                                                                          I                                                                   I
                                                                                                                                          I       I
                                                                                                                                                                                                                                                              ji.          i   :i      � ·r
                                                                                                                                                                                                                                                                                          j
                     �.N� \AlA.! t_e., ,.. � �t�                                                                                :i                                                                                                                                       'i        !
                                                                                                                                It                                                                    I                                                              .                 ,-i'T�
                     Lifznu..... ,_ &.... �                                                                                                                                                                            !·

                                                                                                                                                                                                                                                                         �1
                                                                                                                                          I                                                                                              ' !                  j                          ;I 1
                   i � .._ ... -... "'"""'                                                                                       i                                                                                                                     -�
                     A�. "'.."'-"-�                                                I                                             !                                                                                                        l            l·r                              . i:

                     .Afi!JJ. ,t;,.u,.        ••
                                                                            't             I                                     '
                                                                                                                                 \
                                                                                                                                                                                                                        I
                                                                                                                                                                                                                                         �                           �F'+L.+                            �



                                                                                                                                                                                                                                                                                                        .......,. ____.




                     ..� ���
I                                                                                                                                                                                                                                                                                        i £ i
c                   __._ ·--
                                                       ..1   --                                     '                            i                                                                                l                                I    !                 1
G)                                                                                                                                                                                                                                                                        i             ' �
I                   if...W"i.        �Lb. Mf.!:.'AJ /':1./JiJ.
                                               w
                                                                                                                                                                                                                                                       u                                      i
m                  . MMr               .      --�         ·-                                                                                                                                                                                                             T
                                                                                                                                                                                                                                                                         I
                                                                                                                                                                                                                                                                                                  i
(/)                                                                                                                                                                                                                                                                                           !   !
                    �i.W!I- �1'                                                                .I
0                                                                                                                                                                                                                                                       '                                                                 I
0                   -;;� ... � �...� -
                            _                           L .f....
                                                             _          lf!                                                                                                                                                                                                                   li                          I
.l::>                                                                  ..       lf},   I
.......        '     -      -=r.     I W'lJ_�                                          I
                                                                                                                                l                                                                                                                                        l I*'                .l
.......   i                                                                                              -                                                                                                                                         -                     ...,.     "
                                                                                                                                                                 --        ...                -·

                                     .

          �
          �.
                    �..-�. .,.�·�N--·
                    �;�-.�-·                  --...:.
                     .... ....... ..i =. 'ibli).,_
                                                                            -.d!h�                           -
                                                                                                                                                                                                   ---·-   ...�---
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                            --



                                                                                                                                                                                                                                               -                                         �
                                                                                                                                                                                                                                                                                                       =::;t
                                                                                      Sworn Record 0455




                                                                                                                                                                                                                          I
                                                                                                                                                                                         f'ieperjjd By                i .
                                                                                                                                                                                         Approved By                      � -·-




                                                                                                                                                                                                         !   !'       .
                                                                                                                                                                                                                          '   l   '�




                                                                                                                                                                                                             •    t'          '
                                                                                                                                                                                                                              I    5
                                                                                                                                                                                         i                   1        I I     I    �
                                                                                                                                                                                     I   �                   I                I    7

                                                                                                   bfi'ill�                          I      i ;.            I   i       '   !                !               t    '           I    �

          9                                                                                            1.oill!!                       [ l l
                                                                                                                                      ·
                                                                                                                                                                I               j'
                                                                                                                                                                                 I   1'·                          I                9
              I                                                                                   t �M�                              j, l_t;                                       J j'                      j    I
          0
                                                                                                1r i 1                               '· � r �       �               1           � J r                         _   �       I _1
                                                                                                                                                                                                                                   10

          1
                                                                                      ll
          2
                                                                                      II
         a
                                                                                  j'
         4
                                            ---                 '
         5

        16                            D.n... . i.-o •
,..--
                        I
                                      .... .
                                           .... .,._
                                                                        I! I
         7                                                                  1
                                    . �
        l8                                                                  I l                ,,
              i                                                         . I
         9

        20            - 1....        u_           rvi'C:ioo.�   .�              J     .
                                                                                                        '    i   •
                                                                                                                 '
         1                                                                            I
                                    t'lA�
        :12             I
                                    ' id'GJ�                    I
        23        I
         .,

         4                                                          I
        2!o           ,uu       :vr.,_;,o
                                      •.
                                                                                  '
                                                                                      I'
                                                                                      I-
        2tl                                f.W· � lilht:'v.                       I
                                                                �t.,              I
                                                                                      i
         7                                                      I               : I       I,
        28                                                                        '
                                                                                                                                 I
        29
                                                                I
                                                                                                                     '
                                                                                                        J    "   '               �          I           '
                                                                                                    '
                                                                                                                                     �;.·


                                '                       ··-                     I-:
                                            ..                          I
                                                                                I:'
                                      .,. JJ.d:l.l   �-.,.J.            I
                                                                        I             :
                                                                '                                                                         -I � 1
                                                                                                                             I
                                                                                                                     i                      i           �
                                                                                                                                                        I
                                                                                                                                            j
                                                                                                                         I                Jl
                                                                                                                                          1
                                                                                                            r I                  t              '       I


                                                                                                                                                                                 H UG H ES 00418
                                                                                                     Sworn Record 0456




                                                                                                                                                                                                                                                                                                    J�jHal T                      Dale

                                                                                                                                                                                                                                                                      Prepared By                                     I
                             �fJtt                                                                                                                                                                                                                                    �By                                             '
     Cl WILSON JONES

                                                                                          1                                      2                                            3                                                  ,,                                   5                                           6 ;;;;;;;;:
                                                                                                             I
                                                                                                             I                                 '
                                                                                                                                                                                                     I!                                                                                                                                          II
     I                                                                                                               .6:o     ���
             ;..;;       -
                         �--� ·-
     I                                                        II                                             I               ll                                                                                                                II
 1
                 :it ���                              I                 I                                      I ·�lt:;r 4 , �'�If                                                                         !
                                                                                                                                                                                                                            �6tW_· l'lr2 �� d#Jb�_L: -
                                                                        �                                                                                    I
 2
                               taJe"t.J                                                                        , ..��,J1-1 '    - � _l                                                                                      � i [-       1 '·
                                                                                                                                                                                                                                             l    J i j f" t
                                                                                                                                                             l                                                                                 •                  ·
 3                             �JV..t::.                                                                                             ll                                           �� '                     I                ! �l �       u1 I ' J [      1
                                                                        I                                                                          '    ,
                                                                                                                                                                                                                                                  I;' I' j                                                                _ __



                                                                                                                                                                                          .1
 4                                                                      I                       i                                11r                                                                                          1            ,-                                               I
                                                                                                                                                        j
                                                                                  I                                                                                                                         I                  !
 5                                                    I                I                  I                                       �!                         11                           !                         I i           1,   I   i�
                                                                                                                                                                                                                                                                       '   " I                       I                               I
                                                                    �; 1I                                                   . ' .I                                                             '
 a
           i. f.,.,
              011:: �t-                               I                                   !              '
                                                                                                                     lL       I
                                                                                                                              1-'
                                                                                                                                                                                  i            '                �-·                        !
                                                                                                                                                                                                                                           I
                                                                                                                                                                                                                                                 I       �[j J                                  . f��E;I
                                                                                                                                                                                                                                                                                                I'!                           I
 7
                                  L�W                                   '                       I                     't�r ·   il•                           ! k '__!                                       I
                                                                                                                                                                                                                 ·�
                                                                                                                                                                                                                  ) .
                                                                                                                                                                                                                            j.
                                                                                                                                                                                                                                      .
                                                                                                                                                                                                                                      j              !       I
                                                                                                                                                                                                                                                                       I   !-                   '    I
                                                                                                                                                                                                                                                                                                              I

                                                                                                                                                                                                                                                                                                              '       P,-                             f

 8
                                  .l2'.itR.                                   l            .                         "ill1 4�... .                             �&l !                          "l
                                                                                                                                                                                                                            � 1                                                                 !             • I                        r
 e
     I                           l'..«t                                                         'I
                                                                                                                     l�J.1 ,�.�t.lI                          ' i
                                                                                                                                                                 j                              I
                                                                                                                                                                                                                    _M-, i        '
                                                                                                                                                                                                                                  I                                                                                   I
                                                                                                                                                                                                                                                                                                                              i

 0                                                                                I
                                                                                  I                                             I                            I ·I
                                                                                                                                                                                                                  l1         .. , l. I � I                                                                                    I                       10
                                                          I                           I                                                                               I ,                 •     .                                                                                                                                  ·II
 I
                                                          l
                                                                        I             '   I     I                                                      _l            _j                   J     J
                                                                                                                                                                                                            1 � . l
                                                                                                                                                                                                                       I ! 'I' i� I I !                                                                               I                  '
                                                                                                                                                                                                                                                                                                                      I'!
                                                                                                                                                                                                                                                                                                                                                      11

 2
                                �                                                         J                                 'j.           '-
                                                                                                                                                       �         1    •           JIj                        -, ·;   ; .! · Ll i I l                                                                                      •



                                                                                                                                                                                                                                                                                                                          ·
                                                                                                                                                                                                                                                                                                                              I
                                                                                                                                                                                                                                                                                                                              ·. I
                                                                                                                                                                                                                                                                                                                                                      12

 s                                                                                     �                 I
                                                                                                                                                       i+4i :
                               u:..-b                                             i                                    rl,                                                                            �1'1'   '.t.L.  looo:·      I    �. '                                                                           j                      I        !S
                                                                                                                                                                 .                                                      i
                               �,�,.A                                                  i                                         ...,i�                                                   I                      i' I I .               I
                 I
                                                                                      -�
                                                                                                !,                   B                                                                                  . i                             ' I                                                                           '·.:                            14

                                                                                                                                 -,                    _I    I I i!                                       �       I
                "                                              ..I
                                                                                           !
                                                                                                                                                                                                                                            I                                                                         �                  I
                                                                                                                                                                                                                                                                                                                                                      IS
                                                                                                                                  I
 B
     I       IE:ii�.,..                                                                              '
                                                                                                     .                                                       !                                                      l �                                                                 .       I    I            ·1 ] I                              18

 7                              of",A...hl-                                               1                                                                  I' , .
                                                                                  I                                  I�     kii.sPl !""                        ' '          " I                   '
                                                                                                                                                                                                     I   'I         I                                                                                                                                 17

 8
                                �                                                 !       I!                         il.�l�it�               't        I                     �l'£- � ���-llo ' t'�i!rtl             I

                                                                                                                                                      M. i&l"' '�r.- �: t:�b�A !/.�il--1dA�"b � j I l '
                                                                                                                                                                              ·
                                                                                                                                                                                                                                                                                                                                                      18



                               -
                                ��It!:-�                 '
                                                                                                         '           tJ� ���� -                                  L    .                                                                                                                                                                               19

             !                                                                                                         17               . ..                            ..:. I ,
                     .
                             · �· �
                                  .
                                       b4.1J.i...
                                             -    .: !.                                                                          " . II ' �                                                 !Jr,, [S,.. . ! l                                                                                                         I
                                                                                                                                                                                                                                                                                                                                                      20

 1           !                   '                    I·                                                                              j         i " � I I�jt-LI!!I�                   '        I It!;� ' !
                                                                                                                                  '
                                                                                                                                                                                                                                                                                                                                                      21
                                                                                                                                              �                                                             . j                                                                                      I            ,•
             I
                             /                                                                           I                            l         ; l I                     �              l               j I                                                                                                                                          22

                                                                                                                                                I I                                                      f l.               I
                                                          l
                                                                                                                                                                     I
                                                                                                                                                                                         'I                   ;,......                                                                          I
                                                                                                                                                                                                                                                                                                              '                                       23


                 I                                                           -�                 .                                               ! i                                                     1T          '                                                                                I


                 ' �Jt;Ao...._,. ;;::,        ...... --                                        ,.J,.
                                                                                                                                   J
                                                                                                                                      '
                                                                                                                                      .           •                                 #'     � -      JJ I                                                                                                                             !
                                                                                                                                                                                                                                                                                                                                                      24

                                                                                                                                                                                                                                                                                                                                                      2S
                 I                                                                                                                                                     I
     I                                                    I
                                                                        I                                                           I· . ! I )                                 J  �                                               t I
                                                                                                                                                    .. , . j      I I
                                                          I                               •     1                                                                                                   'I     I !                                                                                                                                        26
                                                                                                                                 .
 1          J.           ;.n..�.-.,
                                                                             I j                                                      I                 l                         ,
                                                                                                                                                                                      .I
                                                                                                                                                                                                l
                                                                                                                                                                                                                                       I
                                                                                                                                                                                                                                           1     !'                                             i
                                                                                                                                                                                                                                                                                                          ,       .
                                                                                                                                                                                                                                                                                                                          T       '. •
                                                                                                                                                                                                                                                                                                                                                      27

                                                                                                I                                                                                               !                                      1 .                        i                             '                             !
                                                                                                                                                                                                                                                                                                                                                      28
     r---''---                                                                                                                                                                    !
                                                                                          ,,                                                                         .1                                                     ! 1!                                                                I
                                                                   --
                                                                                                                            '
                                                                                                                                      ,d                                                                                                                                                             I
                                                                                                                                                                                                                                                                                                          r.                                          2t


            Ir
            -1
                         � .......UI�             ·��                         l           l              1       I                    l
                                                                                                                                                        '
                                                                                                                                                                                                I.    '    I              l       i
                                                                                                                                                                                                                                       I '        I          .    .
                                                                                                                                                                                                                                                                                                I         lld                                I        !0
                         ·
                         · - 'i   •
                                  .
                              fl�l.           ��-                        ; I .
                                                                             __
                                                                                                         '
                                                                                                                     ". �"'-�..                         I                                                              JI i 1                    I
                                                                                                                                                                                                                                                                       •   I
                                                                                                                                                                                                                                                                                                    I
                                                                                                                                                                                                                                                                                                    '
                                                                                                                                                                                                                                                                                                                                                      31

                                                                        "                                                    '            L                                                                           I                                                             I
                                                                                                                                                                      I                                                     l,                                                                                        l             I                 �
                                                                                                                                                                                                                                                                           � ': .
                                                                                                                                                                                                                                                                                            I        I
                                                                                          r                                                                      I                                                                     " j                                                                                                            33

                                                                                                                                                                                                                    I 'i J
                                                                                      �


                                                                                                                                                   !                                      l..l              ,                                                          �
                                                                                                                                                                                                                                                                                                I                 ·1               'l                 34
                                                                                          I                                                                                                                                                                                                     I                     I
35
                                                                                          1                                    Jl        li f                                                                           l!                                   'I
                                                                                                                                                                                                                                                                       II                   I             i I                 '
                                                                                                                                                                                                                                                                                                                              I
                                                                                                                                                                                                                                                                                                                                                      35


                     IMSD�                                �             J! l                   ,I                      I
                                                                                                                       I
                                                                                                                            .I ! i I
                                                                                                                                     l l i                                                                          j lJ                                               1- .                     i    i    f,                  ..     .                SIJ


                                                                                                                     �'"i�'l IW... l: IJ r                                                                          :� u I
                                                                        j,                                                                                                                                                                                                                           I
1                                                                                                                                                                                                                                                I                                                                    i:
                              b)JIJ w.Ln-                               I                                                                                                                                                                                                                            '
                                                                                                                             I                                                                                      •                                                                                                         I
                                                                                                                                                                                                                               .' l                                                                                                 l
8
                                                                                          I                                      :   i'  l J !.                                                                                                                                                 '   .                 I       I     l


             .   I
                                                          I                       ! i      i 'I                                I � ! I � ' ,I !
                                                                                                                                  t            �
                                                                                                                                                                          I


                                                                                                                                                                                                          . '.  .       :.. .:J L:           !
                                                                                                                                                                                                                                                         ;             L.J                           .!
                                                                                                                                                                                                                                                                                                          r� t r                                 I
             i                                            I                               !                                  1 l.l ! II                                                                     .           '                                I            . I i                                I ;l
                                                                                                                                                                                                                                                                                                                                                 I
                                                                                                                     I
                                                                                                                                                                                                                                                         I    I                                 I                                  •I

     1---.
           -r                                                                         u                                                   '!
                                                                                                                                          J                 j l                       H                        1 1                 i� �                  : 1
                                                                                                                                                                                                                                                                          '!
                                                                                                                                                                                                                                                                          l             J       l
                                                                                                                                                                                                                                                                                                     �.       j               i ;



                                                                                                                                                                                                                                                                 H U G H ES 004 1 9
                                                          Sworn Record 0457




           -- -             �-�-----------------                                                  �
                                                                                                  � P�d -          �� � hl �
                                                                                                                           C�
           __


           C WILSCN JONES
                            ,r.,.:
                      ,.,_-"�
                   __,b      "
                            =--"--'-       ---�--------------
                                 .u.=""'·-...                                                      J'.pproledfly           1�
                                     0121)!! GREEN




                                                               �II




     6

     6
-
     7

     a

     a

    2n

  • 2I

    22

    23

     4

    �

    26

    P7

    26

    29

    "
     I

    32
    ss
    S4
    as
-.._se

    37

    S8

    ::'l
                                                                               '                                                 40
                                                                              ; r:
    �                                                \I             •1
                                                                  ·:I
                                                                                     I    Il!I
                                                                                         I�� \l
                                                                                                        :I         ! j ll
                                                                                                                   1 ,!      l
                                                                                                                       ' ' ' \
                                                     Ii                  I i!I       !


                                                                                                  HUG HES 00420
 Sworn Record 0458




EXHIBITT
                                           Sworn Record 0459




..



                           ASSIGNMENTAND ASSUMPTION OF LEASE
                                 AND LANDLORD CONSENT



              This ASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD
     CONSENT C'Assigrunent and Consent'j is entered into effective as of November l, 2010
     (''Effective Date"), by and among PATRICIA HUGHES (''Landlord''), SURGERY CENTER OF
     DUNCANVILLE, L.P., a Texas limited partnership, flkla Duncanville Surgery Center, L.P.
     ("Assignor''), and BAYLOR SURGICARE AT DUNCANVILLE, LLC, a Texas limited liability
     company ("Assigneej.

                                               RECITALS:

     A.     Landlord, as landlord, and Assignor, as tenant, are parties to that certain Lease Agreement                 h
            dated June 1, 2004 ("Lease"). Pursuant to the Lease, Landlord has leased to Assignor space
            currently containing approximately 1 0,000 rentable square feet (''Premises) located at I 018               I

                                                                                                                        I
            East Wheatland Road, Duncanville, Texas 75116. Capitalized terms not defined herein
            shall have the meanings assigned to them in the Lease.

     B.     On June 1, 2004, Symbion, Inc. executed a Lease Guaranty Agreement whereby Symbion,
            Inc. guaranteed the obligations ofAssignor under the Lease.                                                 l

     C.     Assignor desires to assign, and Assignee desires to assume, all of Assignor's right. title and              I
            interest in and to the Lease, and Assignor and Assignee have requested Landlord's consent
                                                                                                                        l
            to such assignment and assumption.
                                                                                                                        I

                                                                                                                        �
     D.     Landlord has agreed to give such consent upon the terms and conditions contained in this
            Assign.iJlent and Consent.

     E.     Concurrently with the execution of this Assignment and Consent, Texas Health Ventures
            Group L.L.C., a Texas limited liability company that is   an indirect member of Assignee

            ("TING"), is assuming the pet'$0nal guariinty obligations of Symbion, Inc. under the Lease.
                                                                                                                        I
            NOW l.11J.<.REFORE, in consideration of the foregoing recitals which by this reference are                  I
     incorporated herein and other good and valuable consideration, the receipt and sufficiency ofwhich
     are hereby acknowledged, Landlord, Assignor and Assignee agree and represent as follows:                           l


                                                                                                                        I
     1.     Assignment.   Assignor hereby assigns to Assignee all of Assignor's right, title, and
            interest under the Leaseand in and to the Premises as therein defined for and during the
            remainder of the Tenn of the Lease.


     2.     Represeptati�.
                    Assignee hereby represents and warrants to Landlord as follows:
            (a)
                                                                                                                   .·   l
                                                                                                                        ,, _




     398296_l.DOC




                                                                                                H U G H ES 00001
                                        Sworn Record 0460




                      (i)     Assignee bas full power ru;1d authority to enter into this Assignment
                and Consent and to perform its obligations under this Assignment and Consent and
                the Lease;

                        (u)     Assigned is a limited liability company duly organized, validly
                existing and in good standing under the laws of the State ofTcocas;

                        (iii)   The execution ofthis Assignment and Consent bas been approved by
                all necessary action of the Assignee, and upon execution of this Assignment and
                Consent, it will be valid, binding and enforceable against the Assignee;

                       (Iv) The person signing this Assi:gnment and Consent has the authority to
                execute this Assignment and Consent on beha1f of Assignee; and

                      (v)     The execution of this Assignment and Consent does not violate any
                agreement to which Assignee is a party, any law, rule or regu]ation of any
                governmental authority, or its certificate of fonna!ion or company agreement

        (b)     Assignor and Landlord each represent, warrant and acknowledge to Assignee          as

        follows:

                      (l)       Each bas full power and authority to enter into this Assignment and
                Consent;

                         (u)    Each bas not trlm.Sferred or conveyed its interest in the Lease to any
                person or entity, collaterally or otherwise;

                      (iii)   Attached hereto as Exhibit A is a complete and· f!(;Curate copy of
                the Lease (including all amendments thereto), and except as set forth on
                Exhibit A. there are no written or oral amendments, modifications. side letters,
                agreements, or other understandings with regard thereto;

                        (iv)   The Lease is in full force and effect and Assignor and Landlord are
                not in default under the Lease. Assignor and Landlord have not received notice
                that they are in default under the Lease.. Assignor and Landlord have no current
                knowledge of any facts which would give rise to a
                or Assignor under the Lease;
                                                                      breach or default by Landlord
                                                                                                                      I
                                                                                                                      lI
                         {v)    Rent under the Lease has been paid through October 31, 201 0; and                     I
                                                                                                                      1
                       (vi)   Assignor and Landlord acknowledge that this Assignment and
                Consent will be relied upon by Assignee and its successors and assigns in
                                                                                                                      i
                                                                                                                      i
                connection with its acquisition of Tenant's interest under the Lease.

                                                                                                                      l
                                                                                                                      I

398.296_1.DOC
                                                    2

                                                                                                                      I
                                                                                                                      '
                                                                                                                      j

                                                                                                                .. l
                                                                                                                ...
                                                                                                                      I
                                                                                                                      I
                                                                                            H U G H E S 00002
                                      Sworn Record 0461




3.     Assumption. Assignee, for itself and its successors and assigns, hereby assumes and agrees
       to perform and be bound by all of 1he covenants, agreements, provisions, conditions and
       obligations of the tenant under the Lease, as and to the extent any such covenant,
       agreement, provision, condition and obligation arises on or after the Effective Date;                  f
       provided. however, that Landlord and Assignor hereby expressly covenant and agree that                 I
       neither Assignee nor any of Assignee's related parties d'Jl!.ll under any circUlllStances or at        I
       any time be liable, responsible or obligated for any of Assignor's or any of Assignor's                I
       related parties' obligations, covenants, indemnities, claims, liabilities, duties, or
       agreements in, under, to, or in connection with the Lease that arise, accrue or are incurred
       prior to the Effective Date regardless of when they may be asserted, alleged, claimed,
                                                                                                              �-
                                                                                                              '
       brought, or discovered, including, without limitation, reconciliations or undercharges of
       Additional Rent, or any similar charge or expense for any periods prior to the Effective
       Date, even if they are not ascertainable or calculated tmtil after the Effective Date
       (collectively, the "Prior Claims"), but Assignor shall remain solely liable and obligated
       for all Prior Claims, and Assignor hereby expressly agrees to INDEMNIFY, DEFEND,
       and HOLD Assignee and Assignee's related parties HARMLESS from and against any
       and all Prior Claims.

4.     Financial Statements. Within ninety (90) days from the end of each calendar year during
       the Lease Term. Assignee agrees to provide Landlord with a.nnual unaudited financial
       statements certified by an officer or manager ofAssignee.

5.     Acceptance of Premises; Landlord's Diselaimer. ASSIGNEE ACKNOWLEOOES AND
       AGREES THAT IT HAS CONDUC'IED ITS OWN INDEPENDENT INVESTIGATION
       AND INSPECTION OF AIL ASPECI'S OF 1HE PREMISES AND THAT IT IS
       RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION IN
       EXECUTING THIS ASSIGNMENT AND CONSENT AND ASSUMING TilE
       OBLIGATIONS OF THE TENANT UNDER THE LEASE PURSUANT TO SECTION 3,
       AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, IS NOT RELYlNG ON ANY
       INFORMATION PROVIDED BY LANDLORD IN DETE.RMIN1NG WHETilER. TO
       ASSUME TilE OBLIGATIONS OF 1ENANT UNDER THE LEASE PURSUANT TO
       SECTION 3. .1\SSIGNEE FURTHER ACKNOWl-EDGES THAT IT IS Fl.ULY AND
       COMPLETELY SATISFIED TIIAT THE PREMISES ARE SATISFACTORY IN AIL
       RESPECTS FOR ASSIGNEE' S INTENDED USE.                   ASSIGNEE FURl'HER
       ACKNOWLEDGES AND AGREES 1HAT EXCEPT AS EXPRESSLY PROVIDED
       HEREIN, LANDLORD HAS NOT MADE. DOES NOT MAKE AND SPECJFICAI.LY
       DISCLAIMS ANY AND AIL REPRESENTATIONS, WARRANTIES, PROMISES,
       COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACIER
       WHATSOEVER. WHE1HER. EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
                                                                                                              lI

                                                                                                              I
       PRESENT OR FUTIJRE, OF, AS TO. CONCERNING OR WITH RESPEcr TO THE
       PREMISES, AND ASSIGNEE HEREBY WAIVES ANY SUCH REPRESENTATION,
       WARRANTY, PROMISE, COVENANT, AGREEMENT OR GUARANTY EXCEPT
       THOSE EXPRESSLY PROVIDED HEREIN. NO'IWITifSTANDING ANYTIIING
       HEREIN TO THE CONTRARY, ASSIGNEE IS EXECUTING THIS ASSIGNMENT
       AND CONSENT, ASSUMING 1BE OBUGATIONS OF 11IE TENANT UNDER TilE                                         �
398296_l.DOC




                                                                                           H U G H ES 00003
                                        Sworn Record 0462




       lEASE PURSUANT TO SEL'TION 3 AND ACCEPTING THE PREMISES "AS IS",
       "WHERE IS", AND Wl'IH AU. FAULTS AND SPECIFICALLY AND EXPRESSLY
       WITIIOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER
       EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM
       OR ON BEHAlF         OF THE LANDLORD, EXCEP1 THOSE EXPRESSLY PROVIDED
       HERElN.

6.     Amendments to Lease. Landlord and Assignee hereby agree m amend the Lease as follows:

       a.      Address of Premises.    Notwithstanding anything contained in the Lease to 1he
               contrary, Landlord and Assignee acknowledge and agree that the correct address of
               the Premises is 1018 Bast Wheatland Road {not 1017 East Wheatland Road),
                                                                                                                    I
                                                                                                                    l
               Duncanville, Texas 75 166, and all references in the Lease to the address of the
               Premises are changed to HHS East Wheatland Road.
                                                                                                                    I
                                                                                                                    r
       b.      Section 36   -   Renewal Option.   The seoond sentence of Section      36   is hereby
               amended to read as follows:

                      "In older- to exercise each Renewal Option, Tenant must give Landlord
                      written notice of the exercise of the Renewal Option at least twelve (12)
                      months prior to the expiration ofthe initial Term or the first Renewal Term,
                      as applicable."


7.     Conditional Release ofAssignor.    Upon the execution of this Assignment and Consent by
       all parties hereto. Assignor shall be relieved and released flbtn its obligations under the
       Lease- arising after the Effective Date; provided. however, Assignor specifically
       acknowledges and agrees that it remains responsible to Landlord for the discharge and
       penoritiance of any and all duties and obligations to be performed and/or discharged by the
       tenant under the Lease prior to the Effective Date,. including, but not limited to, the Prior
       Claims.

8.     Release of Landlord.        As part of tlte consideration fer Landlord consenting to this
       Assignment and Consent, Assignor, on behalf of itself and its successors and assigns.
       IWeby releases Landlord and her heirs, succesrs     so and assigns of and from any and all
       claims, liabilities, obligations, demands, damages. actions and causes of action of any and
       every nature whatsoever relating to the Lease or the Premises. and -waives and releases any
       claim which Assignor now has or may have against Landlord arising out ofor relating to the
       Lease or the Premises, or any and all acts, omissions or events relating thereto occurring
       prior to the execution ofthis Assignment and Consent.                                                    l
                                                                                                              . I
9.     Landlord's Coosent . In reliance upon the agreements and representations contained in this
       Assignment and Consent, .Landlord hereby consents tn the assignment and assumption
                                                                                                                1
       contained herein. This Assignment and Consent shall not constitute a waiver of the                       I
       obligation of the tenant under the U1lse to obtain the Landlord's consent to any subsequent              i
       assignment, sublease or other transfer under the Lease.                                                  L
                                                                                                                l
                                                                                                                l

                                                  4
�98296_l.DOC




                                                                                           H U G H ES 00004
                                      Sworn Record 0463




10.    Notice Address. Any notices to Assignee shall be effective when served to Assignee at the
       Premises in accordance with the tenns of the Lease. From and after the Effective Date,
       Landlord may continue to send notices to Assignor at the address(es) provided in. and in
       a.ccordan.ce with the terms of, the Lease.

11.    No Effecton Lease. Except as expressly set forth herein, all of the tenns, conditions and
       obligations contained in the Lease shall remain in full force and effect without
       modification from and after the Effective Date.

12.    Authority. Each signat.ocy of this Assignment and Consent represents hereby that he or she
       hasthe authority to execute and deliver the same on behalf of the party hereto for which
       such signatocy is acting.                                                                                 I
                                                                                                                 I
13.    Counterparts; Signature. This Assignment and Consent may be executed in counterparts
       and shall constitute an agreement binding on all parties notwithstanding that all parties are
       not signatories to the ori� or the same counterpart provided that all parties are furnished
       a copy or copies thereof reflecting the signature of all parties. Signatures received by
       :fucsimile or via other electronic transmission system shall be accepred as original
                                                                                                                 .f



                                                                                                                 I
       signatures.

                                   [Signatures on following page]



                                                                                                                 [




                                                                                                             I
                                                                                                             l
                                                                                                             l

                                                                                                             r
                                                                                                             I
                                                                                                             l
                                                                                                             i


                                                                                                             I
                                                                                                             r·


                                                 5
                                                                                                             I

                                                                                                            .J
398296_1.DOC




                                                                                                             1
                                                                                         H U G H ES 00005
                            Sworn Record 0464




                                                                                        I
                                                                                        ll
                                                                                        I



                                                                                        I
                                                                                        I
      IN WITNESS WHEREOF, Landlord, Assignor and Assignee have executed this
Assignment and Consent on the day and year first above written.



                        IANDWRi>,-;diiZ �                                               I

                                                                                         I
                                     Patricia Hughes




                                                                                        Il
                        ASSIGNOR:    SURGERY CENTER OF DUNCANVD.LE.
                                     L.P., FIK/A DUNCANVU,LE SURGERY
                                     CENTER, L.P.



                                     �=·  -------


                                     Nmne:. __________________


                                     Tffie:.___________________




                        ASSIGNEE:     BAYLOR SURGICARE AT DUNCANVILLE,
                                      LLC
                                                                                         Ii
                                      By.:____________________                          I
                                      Name.:
                                      Tirl��---
                                               _-------­


                                                                                       -I
                                                                                     .. I
                                                                                         t


                                                                                         I
                                                                                         I
                                                                                         I
                                                                                         l
                                                                                      - I
                                                                                         �
398296_1.DOC
                                     .6
                                                                                         I
                                                                    HUG H ES 00006
                                                                                         I
                            Sworn Record 0465




  IN WITNESS WHEREOF, Landlord, Assignor and Assignee have exeotted this
Assignment and Consent on the day and year first above written.

                       LANDWRD:
                                   Patricia Hughes



                       ASSIGNOR:   SURGERY CENTER OF DUNCANVILLE,
                                   L.P., F/KIA DUNCANVILLE SURGERY
                                   CENTER. L.P. ' --




                       ASSlGNEE:   BAYLOR SURGICARE AT DUNCANVn..LE.
                                   LLC


                                   By:.___________________
                                    Noooo.�
                                          ·
                                          --------   ------     -
                                                             ----


                                    T�e:.
                                        ____
                                          __ ______________




                                                                                      I
                                                                                      !
                                                                                      l
                                                                                      I

                                                                                      I
                                                                    HUG H E S 00007
                               Sworn Record 0466




      IN WITNESS WHEREOF. J...andlo.o:l Assignor and Assignee     have executed   this
Assignment and Consent on the day and year first above written.

                          LANDLORD:
                                        Patricia Hughes




                          ASSIGNOR:     SURGERY CENI'ER OF DUNCANVILLE.
                                        L.P., F/I{/A DUNC.ANVILLE SURGERY
                                        CENTER., L.P.


                                        �------­                                                       f
                                                                                                       ll
                                        �-------
                                        rme:.

                                                                                               .
                                              __________________




                          ASSIGNEE:     BAYLOR SURGICARE AT DUNCANVILLE,
                                        LLC
                                                                                                       II
                                                                                                       I

                                                                                                  l
                                                                                               I' l
                                                                                                   !
                                                                                                   I
                                                                                                   l
                                                                                                   I
                                                                                                   i
                                                                                                   I


                                                                                                   I
39(ii92_1 .00C

                                                                                                   I
                                                                            H U G H ES 00008
                      Sworn Record 0467




                           lOO!JBIT A

               Copy ofLease (including Amendment.)


                                                                      .·




                                                                            I
                                                                            L
                                                                            I



                                                                            I
                                                                            !
                                                                            I
                                                                            '
                                                                            I
                                                                            !


                                                                            I
                                                                            I

                                                                     .I
                                                                     .I     I
                                                                            !
                                                                            !
                                                                            ;
                                                                            I
                                                                            I

                                                                            �
                                                                             I
                                                                            Il.
                                                                            l
398296_l.DOC
                                                                            j
                                                                            t
                                                                     _ .,   )

                                                                            I
                                                                     ��


                                                     HUG HES 00009
              Sworn Record 0468




              LEASE AGREEMENT

                  BETWEEN




                                                                             l
        PATRICIA HUGHES, AS LANDLORD,

                     AND


SURGERY CENTD. OF DUNCANVILLE, L.P., AS TENANT
                                                                     ' lI
                                                                             l

                 .JUNE 1. 2004
                                                                             !

                                                                             I,
                                                                             1-



                                                                    -·       '
                                                                             I




                                                                             I


                                                                         I
                                                                         i


                                                                         I
                                                                         I


                                                                         �-
                                                                        1
                                                                   . :- l
                                                                   -� j
                                                                         I
                                                 H U G HES 00010
                                                                                                                 Sworn Record 0469




r                                                                                                              TABLE OF COJ\'TENTS

    1.    Granting Clause... . .-................-.....-................................................................-.... 2
                                                         ..... . ..




    2.    Acceptance ofPremiscs                               . ..          . ... . ... ..
                                                                                      _,..... .       .          . . ..
                                                                                                                     ... ..._..  .                 .  -. ......    .2                         ..        ... . ._          .......             .    .       ..... ..          .. ... . . ..... . ...... .....                               .


    3.    Use         . . ..
                 ..__.... .       ... ..._..,.. ,.
                                  ,                           .. .. .
                                                               ,. , , , ............. _ ....                          ..             .
                                                                                                                                    -...._... , ,.... . J...         3                             ... -...................._...                            ......... .......          ... ___ ,,.,_....,....� •••


    4.
                                                                                                                 ......        .                                                              ..




          Base Rent ......      . . .. . . - ....                                               .......-... ........_, _____, ...... . . . ... ............. ......... .. . . ......... .... . .......... 3


    5.
                                                                      ....            .    .



           Ute  �- . ..                       ..     .  . ..,,.� ......-.....
                                                                          ..                    ___ __.,.. ___ _.. ,._.. ..
                                                                                        -....-. ... -.......... ................,., .................... ............4
    6.    CPI .Atljusbnmt . ..                       ..       . .. . ... .. . ... .. .
                                                          ... . ....... .                      ._ ..      . ... .
                                                                                                               . . .. . .         .. .    .- ..      . .. .. . 5            .   .             ..        ..   - .. ...             ...              ..... .           -. . . ._.. ... . .. .                           .       .. . . .




                                                                       . ..
                                                                                                                                                                    .




    7.    Additional Rent           . . . . .. . .
                                                 .......           . .         .. .             ....  . ....    .... ._. . ... . . . . ..,_.                .. .. . 6
                                                                                                                                                     .. _.,__,.,......_ . ,                                               .       .. ..- · · ·                      ..       .    ..      ...                 .. . ...


                                                                                          .. . . ........... .. .. ....                          .           . .. . 6
                                                                                                                                                                                                                                                                                                    .                         .    .       .



    8.    Utili1ies._.�.............                     .... ....        .. .. .
                                                                   -... . . ..                         .            .. .-. .                     ..       .     . . .- ..                         ... . ....          .                            .. . .           _        ,,               . .... .        .. . _.         ..


                                                                                  .. . ..           . .
                                                                                                                                                                                                                                                                                                                                       .




    9.    T�         ···----····---··--············-- ·····-···-·.... .....                                                                                          . .....                  ... .....          . ..     -.......-........-........;....-.......... . ..... ......... .. 6


    10.    Insuraru:e    .. ..    ..   ...._.____ ,..
                                                 .... ..            . . ..: . . . ... . . . . . .. . .... .
                                                                                                ..     ..-. ...               -.           .
                                                                                                                                      ......                    .    7
                                                                                                                                                                     ....           .     ..             ....         .   ...     ..          .....         .            . .. .. .. . ....... ._____


    11.   Waiver of Subrogation ....                               . .             ... . . . .
                                                                                       -. .. . ..... . ..    . .. . .     . ..     .           . ..
                                                                                                                                    . ...... ... .                   7      . . . ...              .     ........ -...                   ....          .    .       -....             ... .. ..          ..    .   .. ,.,,__




    12.   Irtdernnifica.tiOil -               . .    .... .._.,..       ...       . -..          .,. ___ .........                                              --8
                                                                                                                                                  . - •--..• ••.o-·•-..
                                                                                                                                             ......                                                          -• .. . ... .�� .-u••••••t••••"•••••-••••••-•• •._- ....
                                                                                                                                                                                                                                                                                                                                                   l
          Landlord R.epaits . . . .. ... . . . . . .-..........-...............................................9                                 .




                                                                                                                                                                                                                                                                                                                                                   !
    13.                                                  . .. ...                                           ... .. ..             .....              .... . ..              . .




                                                                                                  .. ...
                                                                          .    .....             ..




    14.   Te:IISilt's Repairs., ......... ............ .... . .. ..                      ...          -     ..       .        ...-.•. ,"-··· ..····
                                                                                                                       -........ -..... ............................ 9                            •...... .      ... .            .-..... 4..




          Tenant--Made Altenrtions and Tnde Fixtnres .. . . . . . .... . . . . .. -..........-...........9
                                                                                                                                                                                                                              .




                                                                                                                                                                                                                                                                                                                                               I
    15.                                                                                                                                                              ... .          ... .              ...   .       ..   .          ..       ..      ...       .




    16.
    17.   Condemnation .. ;                          .   ...  .   ... .    .  ...      . ...     . ....     . ...             .   ... . ..       ... . ...
                                                                                                                                                      ..        ..           ......               ..    m .... ....
                                                                                                                                                                                                       ..                      .....          ....... .         ..
                                                                                                                                                                                                                                                     . . ,, .... , .. lO
                                                                                                                                                                                                                                                                      .... .      .
                                                                                                                                                                                                                                                                                  ..      .   ..... .. .




          R.cstonrtion
                                                 ,                                                                   ...




    18.                           .._............................................. . . . . ....................................... .. .�                                                                                                                    .. . .. 1 1                           .. .
                                                                                                                                                                                                                                                                                                    .    ..... .          .        .




    19.   Assignment and Subletting .                                                          ...     ..   .   ......-............................... .._.                                                                  . ..    . ...-.................. 1 1
                                                                                                                                                                                                                                     ..        . .. ...             .. ...




    20.   Inspection and .Acctss                                                                                                                                                                                             .     . .. .- . ... .. -12
                                                                                                                                                                                                                                     .. .....           ..           ..... .                  .   . ..               � . ..


                                                                                                                                      . ..... .
                                                                          .. .. . .. ... .. . . .... .. .... . . ...... ..... ...... .... . . ....... .-.                                                                                                                                                     ..




    21.   Quiet Enjoyment          ...               ... . ...                .... ��·····........ ..                                    . ...       .....           .              ...            .. . -..........                                            . 12
                                                                                                                                                                                                                                     ..._. .. . ...... . . -............_ .
                                                                                                                                                                                                                                            .                                                                                 . ..




                                                                                                                            .. . . ... ..                                                                                                            ... .. 12

                                                                                                                                                                                                                                                                                                                                               I
    22.   Sun-e:ndcr     .. .. ....
                              . . .......    ..          ..           .. . . ... ..                 . .... ..__,.
                                                                                                                .                        .. .. .          .     . . ....                  .        .. . ._ , ____.._,., . . ....        .. . .                            ..     ._           .. .....             . ._ ..         .




    23.   Bolding Ovl::r .. ....             .           . .-............ ______,.                                              . . . .. . . . . .
                                                                                                                                                 ..-        .            . .. .               .    .    ..........._          .. .        .       ..
                                                                                                                                                                                                                                          . .. .. . _ ...           . 13     .. .........                 ....... . ...




          Events of Default                                                                                                          .
                                       .




    24.                                 .                                                                       ._        . ...              . . ..... .
                                                                                                                                                .                    ... .. .... . ...... . ....                           . .         ..     . -............... 13
                                                                                                                                                                                                                                         . .. .. . .....                 .. .....




                                                                                                                                                                                                                                                                                                                                               !
                                                         · --· ------                               . ....                    ...                                                                                             . ..                                                            .




    25.   latldlord's Remedies .       ..                         ...         ......                            .
                                                                                                    ..... . ... . . . ..     .. .            .. ...         -.....-................................. ........................... 1 4




    2�.   Ttmant's,�es!LiJnitation ofLiability .........                                   .      .. . .           ... .-................ 15                                     -. . . ...... . .                   .... .                    ...,_. ......




    27.
                                                                                                                                                                                                                                     .    .                                               .




          &Ibordination. ..                                       .. . .. . . .                                                  .. . 16
                                                                                                                                                                                                                                                                                                                                               f
                                         ....... . ..     .....-�-·4··-····-···-···..- - ,... ...      .                                                  ... ...... .....          ...   .        .._        . .......        .....           . l--· .... ··-,... .. .. . . ..._...                                 . . ......




    28.   Mechanic's Lic:ns ............................................................ ................           .               . . .1 6                                                                                                          -- .. . .. ...                  . .._ , __ ._ .                     . ..




    29.   Esmppel Certificates . ... . . .. ...                   .               .    ....      ..         .        .. ..-.................... . ...... ..... .. . ....... . - . . ......... .... . . ....... .... . . 1 7




    30.   Environmental Rc:quirernents. . . .. .. ... .                                                ..                            . . .. ...
                                                                                                            .,............................ 17
                                                                                                                .... .        ..                              .             ... .. ...-.................. . _ .




    31.   lndependent Covenants                             . .. . ....          . ... . .        . . -................................ 18
                                                                              ·- ··-- --·· -.... ..                                              ...                                                             .   .. .. .      ... . .         .




                                                                                         . . .. .. .. .... . ..
                                                                                                                                     ..                    ..               ..... .                .     ..




    32.   No Security Services . . .... ... .            .. . . .... ..
                                                                      .   .            .         ... .......                       �    . 18 . ...        .             .       . ... . . .... ..                ..   ..       ...            . .. _            .. .             ...          .... .      ... . .. . . ..          .




    33.   Fon;c Majeure .. .                  .       . .         . .. .
                                                     . . .�.. . . . ..... . .. ........                        .. . -.   ..       . .. . 18
                                                                                                                               . .�. .. .             .    .      ... ..         ... . . . -. . . .- . ....., . . . _.� .                                                    .. ...                 .......          .    .       �


    34.   Brolrers .. . . ... ... ... . .
                          .   .   � ..        ..          _.                      ..      .    -......-........................ ...-. . . ....... . . . . . . . .-......... .... .... ............... 1 8




    35.   l..andlord"s Lien/Security Interest . . . ..                          . .                     . .. .. .        . ...   .. . 19
                                                                                                                                     .....            .        -..-·.                         . . ..... .._ .•,_,,,                               ....          ..       ....         . . _ . ......


                                                                                           ...
                                                                                                                    ..




                                   .. . . .. .. .. .. . . . . .                                                                         .. 19
                                                                                                                                                                                                                                                                                                                     ..   ....




    36.   Renewal Optian.                          . . . ... .        .           ..          ...                  .. .   .. _           .    .... .            ..      . ..... . .                    .. ...    .        ... _.............- .                                   .       .. . . . ._,,,....




                                                                                                                                          20
                                                                              .   .                         .. ..




    37.   OrgmiDtion and Power                                                                                      . .. .
                                                                               ... . . -...... .... . . ............................... -....-. . . . ._....... .. .                                                                                                                  .       ..    . . ._, ___,.




    38.   Miscelbmeous............         . . ...                , ..._.                                           ..... ..... -...--.•-................................ .- ................. . ....... 20




                                                                                                                                                                                                                                                                                                                                               I
                                                                                              .. ...   .




                                                                                                                                                                                                                                                                                                                                               I
                                                                                                                                                                                                                                                                                                                                               l
                                                                                                                                                                                                                                                                                                                                               I
                                                                                                                                                                                                                                                                                                                                               L
                                                                                                                                                                                                                                                                                                                                               I
                                                                                                                                                                                                                                                                                                                                               J

                                                                                                                                                                                                                                                                                                                                               I



                                                                                                                                                                                                                                                                                                                              HUG H ES 00011
                                         Sworn Record 0470




                                                                                                                                     I
                                                                                                                                     II
                                             Lease Agreement
                                                                                                                                     I

          TillS LEASE AGREEMENI' is to be effective as ofJtme 1,       2004, between the Landlord and the                            I
                                                                                                                                     I
Tenant named below and is as follCJWS:


LaBdlord:                                Patricia Hughes
                                         c/o Hughes Capital Management. Inc.
                                                                                                                                     I
Landlord's representative,
address and phone no:                    Attention! Lance R Hughes
                                         !301 Capital of Texas Highway,    Suite A-306
                                         Austin, Texas 78746                                                                         r
                                         Phone; (5 12} 328-821 1                                                                     I
                                         Fax: (512) 328-0149                                                                         I
                                         E-Mail: 1hughes4@aol.com
                                                                                                                                     I
Tenant:                                  Surgery Center ofDuncanvilie, L.P , a Texas limited partnership                             j•
Tenant•s representative,                 Attention: David Gross
                                         1017 East Wheatland Road
                                                                                                                                     !
address, and phone no.:
                                         Dunc:anvllle, Texas 751 16
                                                                                                                                     t
                                         Phone: (972) 296-6912                                                           .           I
                                         Fax: {972) 296-1387
                                         E-Maik DGross(@,Symbion.toru
                                                                                                                                     I
Premises:                                Land. builiiing and improvementS located at 1017 East
                                         Wheatland Road. Duncanville, Dallas County, Texas, as mare
                                         particularly described on Exhibit "A" attached hereto and made
                                         a part hereof for all purpoies. Landlord and Tenant agree that
                                         the improvemoo.ts contain approximately 10.000 �� fe\!t.
                                                                                                                                 I·
                                                                                                                                 I
Lease Term:                              Approximately 103 montbs, beginning on the Commetl<:ei!lent                             I
                                         Date and tem.tinating on the Expiration Date                                            I
Commenl:ement Date:                      June 1 , 2004                                                               .
                                                                                                                                 !
                                                                                                                                 I
                                                                                                                                 I
                                         Februm:y 28, 2013                                                                       I
                                                                                                                                 !
                                                                                                                                 !
Bale .Rent:                              Coil'lDlencement Date through February 28, 2005 $24,331 .69
                                                                                               -
                                                                                                                             !I
                                         per month (S29.20 per square foot per year}. Notwithstanding
                                         the foregoing. beginning on September 1, 2004, md continuing                        I
                                                                                                                                 !
                                         for fonr (4) months through December, 2004, the monthly Base                            l
                                         Rent shail be reduced by $12.:500.00 per tn<ll'rth (for an aggregate                1   I

                                         reduction of $50,000.00) as part of the Lease Buy Down (as                          I
                                         hereinafter defmed). Further, on or befare September 1. 2004,                       I
                                         Landlotd agrees to refund to Tenant $16,800.00, which                               l
                                         represents an overpayment of Base Rent by Tenant for June,                          I
                                         July and August, 2004 as part ofthe Lease Buy Down..
                                                                                                                             �I
                                                                                                                             f
                                                                                                                             r



                                                                                                                     .
                                                                                                                             j
                                                                                                                             �
                                                                                                                             I
                                                                                                                             J

                                                                                               H U G H ES 0 00 1 2
                  Sworn Record 0471




                 Beginning on March 1. 2005. and wntinuing thnmgb February
                 28, 2008, the Base Rmlt will be adjusted io re1lcct tho Lease
                 Buy·Down (as hereina'fter defined) resnlting ftom the
                 Heal.thsooth SeUiement Agreement (as hereinafter defined} and
                 shall be $20,416.67 per month (based on $24.50 per square foot
                 per yen) (the "Adjusted Base Renf').

                 Beginning on March l, 2008, and continuing throllgh February
                 2i. 2013, the Adjusted Base Rent shall be $20,416.67 per
                 month. plus ihB: CPI Adjuslme:nt (as hereinafter defined) which
                 CPI Adjustmem man be del.ennined as if tho Base Rent
                 ($24,33 1.69 per month). not tho A4justed Base Rent, was in
                 effect in February, 2008 {without adjustment fur the Leaso Buy­
                 Down).

lL�e Buy-Down:   As part of an agn:cment (the "Healthsouth Settlement
                 Agreement") by and among Landlord. Heallhsouth Sl.ll'gel.JI
                 CenW:r of Duncanville. L.P., Healthsouth Properties Corporation
                 and Healthsouth Corporation (the "Prior Tenant Parties"). the
                 Prior Tenant Parties are paying certain amounts ro Landlord as
                 consideration for � renninatkm of tho prior .le2se snd as
                 consideration for Landlord agreeing to the Adjusted Base R.a:tc
                 in this Lease (the "'Lease Buy-Down'").


                 Ambulatnzy, day or ompatient surgery centl:r, appllrtenant office
                 and administrative fitcilily. [See Seetion 3]


                 Tenant  will have two (2) five-year nmowai options (oacb a
                 "Renewal Term"). The Base Rate during the first five--year
                 Reii.eWil Tenn {Mai"Qh 1. 2013 - Febnia'ty 28, 2018) shall be (i)
                 tho Base Rate {$24,331.69 per month), phls (ii} the CPI
                 Acljustment on the Base Rate determined on March 1, 2008. plus
                 (iii) an additional CPI Aqjustmem on the Base Rate (as
                 P�i :Wjusted for the CP! Adjustment) detmmincd on
                 March 1. 2013. The Base Rate 4uring tbe second five-year
                 Renewal Term m.l1 be adjusted based on the CPl Adjustment on
                 M8rclt 1, 2018. [See Sec1ion36]

                 None

Guarantor:       Symbion, Inc., a Delaware ecrporation, pursuant to a Lease
                 Guaranf;y Agreement attacbed hereto as Exhibitv.


                 A,ddendum1 - Move Out Ccmllions  i
                 &J!ihit"A"' - Legal Description
                 Exht'hlt:B,. - Insuranoe Requirements
                 J2rbihit"C" - Certificato oftho Secretary
                 §YliNt'V- Lease OUamnty



                            2




                                                                      H U G H E S 000 1 3
                                             Sworn Record 0472




.
                                                                                       -
                                              Exhibit "E"- Certificate ofthe Secretary Symbion, Inc.
                                              Exhibit "F" - Landlord's Lien Waiver, Estoppel and Agreement


             1.     Granting Chiuse. In ronsideration of the obligation of Tenant to pay Rent as herein
     provided, and in consideration of the other tetms, covenants, and conditians hereof, Landlord leases ro
     Tenant, and Tenant talces from Landlord, the Premises, to have and to hold for the I...eae Tenn. subject to
     the terms, oovt::Da.IIt:s and conditions ofthe Lease.

           2.   Acc!:J!tanceofPremises. TENANT ACKNOWLEDGES AND AGREES THAT IT HAS
    CONDUCTED ITS OWN INDEPENDENT INVESTIGATJON A._l'ID INSPECTION OF ALL ASPECTS
    OF THE PREMISES AND TI:IAT IT IS RELYING ON SUCH INDEPENDENT INVESTIGATION
    AND INSPECTION IN EXECUTING THIS LEA.SE. AND I8 NOT RELYING ON ANY
    ft.!FORMATION PROVIDED BY LANDLORD IN DETERMINING WHETHER TO LEASE TilE
    PREMISES. TENANT FURTiiER ACKNOWLEDGE$ THAT IT IS FUllY AND COMPLETELY
    SATISFJED THAT THE PREMISES ARE SATISFACTORY IN AIL RESPECTS FOR TENANT'S
                                                                                                                                   I
                                                                                                                                   !.:.

    INTENDED US.H. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT LANDLORD
    HAS NOT MADE. DOES NOT MAKE AND SPECJFICALLY DJSCI.AIMS ANY AND ALL
    REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
                                                                                                                                   I
    GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHEIHER. EXPRESS OR                                                            l
    IMPLlED, ORAL OR WRI'ITEN, PAST, PRESENT OR FUTtJRE, OF, AS TO, CONCERNING OR
    WITH RESPECT TO THE PREMJSES, AND TENANT HEREBY WAIVES ANY SUCH                                                                �
                                                       ..
    REPRESENTATION, WARRANTY, PRO:MISE, COVENANT, AGREEMENT OR GUARANTY.                                                 � I
    NOTWITHSTANDING ANYTHING HEREIN TO TIIE CONTRARY, LANDLORD IS LEASING TilE
    PREMISES TO TENANT "AS IS". "WHERE IS , AND WITH ALL FAULTS AND SPEC1FICAI.J..Y
    AND EXPRESSLY wmiOUT ANY WARR.ANTIES, REPRESBN'fATIONS OR GUARANTEES,
                                                                                                                                   l
    EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATIJRE, OR TYPE WHATSOEVER FROM OR
    ON BEHALF OF "THE LANDLORD.

             3.       Use. Tenant may use the � subject to and in acoordance with the rerms,
                                                                                                                                   I,.
     covenants and conditions set forth in this Lease, and applicable governmental regulations, restrictions
     and pen:nitting. solely for the Permitted Use. Tenant and Tenant's agents will not: {i) do or permit to be           .. J
                                                                                                                             l

                                                                                                                               I
     done in or about the Premises, nor bring to, keep or permit to be brought or kept in fuc Premises,
    aeyfhing which is promoired by or will in any way conflict with any law, statute, ordinance or
    govermDl:Jlta) rule or regulation which is now in force or which may be enacted or promulgated afu:r the
    Date of Lease; (ii) do or permit anything to be done in or about the Premises which is ds.ngerous to
    persons or property; or (iii) cause. maintain or penni t any nuisance in, on or about the Premises or                          I
    commit « sllow to be committed any waste in. on or about the Premises. Tenant shall procure at its sole
    expense and risk any permits and licenseB required for the transaction of business in the Premises At i1s
    sole cost and expense, Tenant .will promptly comply with (a) all laws, statutes., ordinances and
                                                                                                                               I
                                                                                                                               I
    governmental rules. regulations or requirements now in force or in force on or after the Commencement
    Date of the ·   ·   regarding the operation ofTepant's business and the use, condition. eonfigwation and
    occupancy of the Premises; (b) the ce:rtificate of occupancy issued for the Premises and (c) any recorded



                                                                                                                               I
    covenants, conditions and restrictions. if any, which affect the use, condition. conf:igumtion and
    occupancy of the Premises. Tenant, at its sole expense, shall use and occupy the Premises in oompliance
    with all laws, including, without limitation, the .Americans With Disabilities AJ:t, orders, judgments.
    onfimmees, -regulllfions, codes, directives, permits, licenses, covenants and restrictions now or hereafter


                                                                                                                               ,.
    ��PP&ahle to the Premises (collectively, "Legal RequirementsH). Tenant shall, at its expense, make any
    alterations or modifications, within or without the Pmniscs that are required by Legal Requirements
    related to Tenant's use or occupatian ofthe Premises.



                                                            3
                                                                                                                        . .
                                                                                                                               l
                                                                                                                               I

                                                                                                                        ..�.   I
                                                                                                                               l
                                                                                                   H U G H ES 000 1 4
                                           Sworn Record 0473




         4.       Base Rent. Terumt shall pay to Landlord the Base Rent (and 1hc Adjustt\d Base Rent as
 adjusted for the Lease Buy-Down). as specified above. For purposes of this � all future refer�
 to Base Rent shall include, as app&able .A4jttsted Base Rent. Base Rent shall be payable in monthly
 � as specified above, in advance, wilhout � notice, deduction. offset or count.erclaim,
 on or before the first day of each and every calendar month during the Term; provided. however, the
 installment ofBase Rent payable for the first fuJI calendar month ofthe Term shall be due and payabk: at
 the time ofexecution and delivery of this Lease. Any payment �m�de by Tenant to Landlord on account
ofBase Rent rri.ay be c:re.dited by Landlord to the payment ofany htc charges then due and payable and to
any Base Re-nt or Additional Rent (as defined in §t:ction 1) then past due before being ctedjted to Base
Rent currently due. No eodorsement or statement oo a cbeclc or letter .acoompanying a check or payment
shall be considered an accord and satisfaction, or prejudice Landlord's right to recover the balance or
pursue available :remedies. Tc:nant shall pay Base Rent and all Additional Rent by (i) good check or in
la�l cumncy of the United Slates of America to such address as Landlord designafa in writing 1n
Tenant. or (ii) electronically via automatic debit or wire transfer to such account as Landlord designa1es                          !
in writing to Tenant. 1f the Term cOlDIIlCil.CeS on a day other than the first day of a calendar month or                           r
                                                                                                                                    I
rerminates on a day other than the last day of a calendar month, the monthly Base Rent and Additional
Rent shall be prorated based upon the number ofdays in such calendar :month. Tenant•s covenant to pay
Rent and the obligation of Tenant to perfonn Tena:nt's other covenants and duties hereunder constitute                              I
independent, unoonditional obligations to be paformed at all times provided for 'hereunder, save and
                                                                                                                                    I
eXcept only when an abatement thereof or reduction therein is expressly provided fur and not otherwise.

may cause
          5.      La1e Charges. Late Qpgges and Default futerest Tenant's failure to pay rent promptly
             Landlord to incur unanticipated costs. The exact amount of such costs are impractical or
                                                                                                                                    I
extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting
charges and late cllarges which may be imposed on Landlord by lillY gnnm.d lease,. mortgage or deed of
trust encumbering the Property. Tberefon; if Landlord does not teeeive any monthly Installment of Base




                                                                                                                                f
Rent. any Additional Rent. or any other amount whioh becomes owing by Tenant to Landlord under the
provisions of thi$ Lease within ten (10) days after it becomes due (without in any way implying
Uildloro's ctmSmt ·w siiCh late pa)li.ile:rit). Teil"ant' shllll pay Landlord a late charge equal to five perecnt
(5%) of the overdue amount. as compensation for Landlord's processing such late payment. Tho parties
agree that such late charge represents a fitir and :reasonabk: estimate of the costs .Landlord will incur by                    I
teaS01l of such late payment. Acceptance of QUCb late payment cbarge by I..andlom sball in no event                          , I
constitute a \vaiver ofTenant's defiwlt. if any. witb respect to &>neh averdue amount, nor prevent Landlord
from exercising any of the other rights and remedies granted by this Lease. fn addition to the late �ha:rge
provided above, if any S1IDl of money due Landlord under tbis Lease is not paid on its due date, it sbaU
bear interest from its due date at the rate of eighteen percent (18.0"Al) per annum until paid ("Default
Interest"). Without limiting the generaliiy oftbe foregoing. in order fur Tenant or any lcndet ofTenant to
cure any mcmetmy aemnlt hereunder, the payment of accrued Default In.1emit VI-ill be required w cure
such default
                                                                                                                        ..
                                                                                                                                I
                                                                                                                                '
                                                                                                                                !
In    event shall the
     no                  aggregate of the interest to be paid by Tenant, plus any other amounts paid in
connection with the      tra:o.saction evi&nced hereby which would under tppli<:able law be deemed
"interest", ever exceed the maximum amount of interest which. under applicable law, could be lawfully
charged 1n Tenant hereunder. Landlord and Tenant specifically intend and agree to limit contractually tbe
interest payable beretmdcr to not :more than the amount determined at the maxitnum lawful nonllSI.Irious
                                                                                                                                I
                                                                                                                                !
rate of. interest ("u any) which under applicable law is permitted to be charged from time to time ('IDe                        l
"Maximum Ratej. !'hcrefore. none ofthe tmns of this Lease shall ever be oonstrued to create a contract                          r·
w pay interest at a rate in excess of the MaxiilUlll'1 Rate. and Tenant shall not be liable for intcm:st in
excess of that determined at the Maxinn.nn Rare., and the provisions of this Section shall control all other
                                                                                                                                t

                                                       4
                                                                                                                        , .
                                                                                                                        '

                                                                                                                        '
                                                                                                                            '




                                                                                                   H U G H ES 000 1 5
                                           Sworn Record 0474




 provisions of this Lease. Ifany amount of interest takM or received by Landlord shall be     in excess Gfthe
 maximum amount of inrerest which. under applicable law, coufd lawfully have. been       coUected under this
 Lease, then the excess shall be deemed to have been the result of a mathema1ica1 error by Landlord and
 Tenant and &hall be refunded promptly to Tenant. If Tenant fails in two (2) consecutive :months to make
 rental pa:ymcnts ten (10) days after due, Landlord in order to reduce its administrative costs, may require,
 by giving notice to Tenant (and in addition to any late charges accruiDg P\l]'Suant to this Section, as well
 as any other rights and remedies accruing under this Lease or aVIU1able to Landlord m law or equity), that
 Base Rent be payable quarterly in � instead af monthly.

         6.      CPI Adinstmeg,t. On March I, 2008, the A4justed Base Rate shall be i.�ed by the
 increasein the CPJ index (as described below) ftom Febnutry, 2003 to Februaty, 2008. H Tenant
exercises the Rc:iewal Option. then on March 1, 2013, the Base Rent shall be increased by the increase in
the CPI index from January, 2008 to January. 2013, and on Mamh 1, 2018, the Base Rent shall be
increased by the incxnse in the CPI :index from January, 2013 to January, 20 18.

               6.1     CPIDefinition. The CPI referred to above is the "Consumer Price Index fur All
Urban Consumers, South Region, Population Size Class A. Commodity and Servfue Group, All Items
Index - 1982-84 = 100", as published by the U.S. Department of Labor, Bureau of Statistics. Such iitdc:x
can nonnally be obtained from any public Iibt'a!y or from the Bureau of Business Resem:ch at the
University of Texas at Austin. If no index. is issued covering the dates in question, then the index
published immediately prior to such dates shall be used for purposes of calculation until Clll1'e!lt index is
available.

                6.2     CPIBaseyear Chanw;. If the base year Qf the above CPI changes, the formula
descnDed above shall be adjusted to canfunn to the new base so that the calculations shall have the same
results as ifmade on the CPI descnbed above.                                                                              l

             . 6.3       CP1 Cessation. If the publication of tbc above CPI ceases, Landlord and Tenant
shall agree to a substitute index and formula wbieh will produce as close as possible tlu: f!2JI\e results as             I
the application of the CPL If landlOrd and Tenant fail to so agree. a &Ubstitute index or formula shall be
detenoined by binding arbitration. In such event, Landlord and Tenant shall each appoint an arbitrator,                   I·
and the two appointed arbitrators shall elect a third. or if they cannot agree upon a third arbitrator, either
party may petition a court of oo� jurisdiction for the appointment ofa third arbitrator. Cost of the                      I
                                                                                                                          I
above arbitration shall be borne eqmilly by Landlord and Tmant

                6.4      �1 . · 1m I         tation.. At Landlord's option, any caiculation or adjustment
of Base Rent may be delayed. Landlord's delay in implenmnting such increases shall not waive
Landlord's right thm:m, and the most recent monthly rent figure shall continue to be paid during such
                                                                                                                          I
                                                                                                                          I
                                                                                                                          I
delay. If Landlord delays in timely caleulating such adjustment, the Base Rent increases shall become                     !
due seven {7) days after written notice to Tenant

                  6.5    Calculationofiru:tt;ase. The CPI Adjustment will be calcW.ated as follows:
                                                                                                                      I
                                                                                                                      I
In March, 2008:




                                                                                                                      I
                                                          CPI forJanuary.2008
       Base Rent $24,931.69Jmonth                 x       CPI for January, 2003




                                                                                                                      I
In Man:h, 2013   (for purposes of dctexmi.ning Base
Rent for the first Renewal Term):



                                                      5
                                                                                                                    . I
                                                                                                                    ·J.

                                                                                                H U G H ES 000 16
                                          Sworn Record 0475




          Base Rent ($24,93 1.69) plus                      CPIforlanu.a[y.2ill3
          the March, 2008 CPI Adjustment           X        CP! far January, 2008

 In March, 2018 (for purposes ofdetennining Base
 Rent for the second Renewal Tenn):


         Base Rent for                                      epiforJgmmry. 2018
         Fm Renewal Term                                    CPl for Jmmary, 2<>13



         7.      AdditionalRent This U4se is a "Triple Net " Lease. which means that Tenant shall be
 obligated to pay for all real estate taxes and other impositions (as described in Paragraph 9), all insurance
 premiums. (as described in Paragraph 10). all repairs, maintenance and replacements to the Premises (as
 descn"bed in Paragraph 14). all utilities to the Premises {as described in Paragraph 8). 8lld all other cosrs
 and expenses relate<! to the use or operation of the Prt::mises as otherwise provided in this Lease.
                                                                                                                              I
                                                                                                                              r
                 � Tenant shall pay for all water, gas. electricity, heat, light, powct, telephone,                           I

                                                                                                                              I
        8.
sprinkler services, refuse and trash collection. and other utilities and services used on the Premises, all
maintenance charges far utilities, and water and storm and/or sanitaxy sewer charges or othc:c similar
charges for utilities imposed by any go'Vm'l!l\elllta entity or utility provider (whether billed directly to
Tenant or to Landlord), together with any taxes, pe.nalties. charges or the 1� pertaining to Tenant's use
of the Premises. No infi:mlption or wlure of utilities shall constitute an eviction or disturbance of
                                                                                                                              1
                                                                                                                              �
Tenant's use and possession of the Premises or a breach of arry of Landlord's obligations or render                           I



                                                                                                                              I
Landlord liable for damages or entitle Tenant to be relieved :!rom my of its obligations (including the
obligation to pay Rent). fn the event of any interruption or ma.lfun.cti<Jo. Landlord shan use reasonable
diligence during Landlord's nonnal business hours to restore service w1len restoration is within its
reasonable control.

        9.       Taxes. Tenant shall     pay all Taxes that accrue against tho Premises during the Lease              �       l
Term. except that Taxes for any partial caJendar year dming the Lease Tenn. shall be prorated and Tenant
 shall be responsible for that pro rata portion covering the portion of the year this Lease is in force. To the
extent tbat taxes are paid by Landlord in anyyear, Tenant shall reimburse Landlord within 30 days notice
from Landlo..ll! that the monies have been expended by Landlord and � due .from Tenant. Tenant agrees
to pay Landlord, as Additional .Rent, 1/12 ofanticipated Taxes for the Premises in advance as reasonably
estimated by Landlord, such payments to be made on the first day of each calendar month. beginning on
the Commencement Date. Landlord shall refund any wused portions of escrowed taxes or apply to next
year's escalations at Tenant's option. If any such tax « excise is levied or assessed directly against
                                                                                                                          I
Tenant. ilien Tenant shall be responsible for and shall pay the same at such times and in such m.atlllCT, as
the taxing authority shall require. Tenant &hall be liable for all taxes levied or assessed against any                   !
personal property or fixtures placed in tbe Pxemises, whether levied or assessed against Landlord or                  , I
Tenant. If any of Tenanfs personal property is taxed with the Premises, Tenant sball pay Landlord the
taxes for the pen;onal property within fifteen (15) days after Tenant receives a written s1al:ement from                  j
                                                                                                                          j
Landlord for such personal property taxes.                                                                                j
                                                                                                                          I
                                                                                                                          l
        "Taxes" as used herein, ahall mean all ad valorem 1nes. assessments, special assessments,
personal property taxes, transit taxes. excises, levies, license and permit fees {but not :including license or
permit fees associated with the production of revenue for Landlord, such. as permit feea required for
                                                                                                                          I
leasehold improvmrents for other tenants and all other similar charges. if any, which are levied, assessed,               t


                                                                                                                          I
or imposed upon or becomes due and payable in connection with a lien upon all or :any portion of the


                                                       6
                                                                                                                          !




                                                                                                 H U G H ES 000 1 7
                                                                                                                          j
                                               Sworn Record 0476




.•.




       Premises and the improvements or facilities used in connection therewith. and rentals and receipts
       therefrom and all taxes of whatsoever nature imposed in substitution for or in lieu of any of the t.axes,
       assests    smen or other charges included in this definition of taxes, excluding only franclrise, death and
       income taxes of Landlard(but not excluding such taxes ifimposed in the future either wholly or partially
       in lieu ofpresent real estate, ad vaim-em or similar taxes). Taxes sball also include any fees payable to tax
       consultants md attorneys for consultation and contesting taxes.

               Landlard may contest by appropriate legal proceedings the amount. vall�, or application f>f
       any Taxes or liens thereof: If Tenant   desires to contest au;y assessment of any Taxes which Tenant is
      required to pay hereunder and gives Landlord written notice of this intention. then Tenant may contest
      the assessment by appropriate proceedings diligently conducted in good faith without being in default
      hereunder; provided. however, if Tenant does not, as a part ofsuch contest, pay such Taxes under protest.
      Tenant shall pay the amount of contested Taxes and the penalty and interest expected to accrue thereon
      into an interest bearing escrow IICCOUIIt under the control of Landlord, which Landlord shall utilize to pay
      all Taxes and other sums fmaliy determined to be due. Tenant shall immediately indemnify and hold
      Landlord harmless :from all expenses and damages (including attorneys' fees and costs and court com)
      :resulting from 5DCh contest At no cost to Landlord, La.ndlonLs.hall coopmte with Tenant in their efforts
      to contest any a.ssessment of Tax.




                                                                                                                                    Ir
              Whichever party receives any Tax bill attributable to the Premises aniJ./or any notice of inm:ase
      of assessment of the Premises � forwani a copy of said Tax bill to the other party witlrin fifu:en {15)
      days of such party's receipt of same.
               10.     Insurance.


                        10.1    Required Policies. Teillltll will, at its sole expense, procure and maintain the
      insurance coverages set forth in Exhibit "B" attached bereto and made a part hereof fur all purposes.                         lI
                                                                                                                                    I
      Tenant will, at its sole cost and expense, comply with such requirements during the tenn ofthe Lease.                         I
                                                                                                                                    I
                       10.2    Minimum Requirements. The covmages set forth in Exhibit :'B" are the
      minimum requirements and not a determination as to all of the coverages and maximum limits Terumt
      should carry. Th.e failure of Landlord to demand full compliance by Tenant with respect to the minimum
      co� outlined in Exhibit "B" will not constitute a waivt:r by Landlord with respect to Tenant's
      obligation to maintain stroh co�w--s. Landkml will purchase such other insurance poliuiea !!!!dlor
      endorsements or increase the policy limits of any policy set forth on Exhibit "B". if required by any
                                                                                                                                 l
      mortgagee.                                                                                                                 l

                       10.3 Special Remedy. Tenant's failure to obtain and maintaiD. the required insumnce
                                                                                                                            , I
      will oonstitute a breach of. and de:fuult under, this I..case. If Tenant fails to :remedy such breach within              I
      five (5) days after notice from Landlord. Landlord may, in addition to any ather remedy available to                      l

                                                                                                                           I.-
      Landlord, at Landlord's option, purchase such inSlll'lUlCe, at Tenant's expense, and Tenant will promp6y
      remit to Landlord the cost of such insumnce as Additional Rent Tenant will indemnifY the Landlord
      Parties (as bt:reinaftcr defmed) against any claims arising from Tenant's failure to purchase and/or
      maintain the insurance coverages required by this Leue.


                11.       Waiver of Subrogation. Neither Landlord nor Tenant shall be liable (by way of
      subrogation or otherwise) to the other party (or to any insu:rance company insuring the other party for any
      loss oc damage to any of the property of Landlord or Te&llil'lt, B! the case maybe, to the extent and only to
                                                                                                                                I
                                                                                                                                loL
                                                                                                                                lJ
      the e.xli:.n1 actually covered by insurance even though such loss or damage might have been caused by the
      negligence of the Landlord or Tenant or their respective employees. agents, servants or invitees. This                    !

                                                           7
                                                                                                                                j
                                                                                                                                I
                                                                                                                           .·




                                                                                                     H U G H ES 0 00 1 8
                                                  Sworn Record 0477




..




      provision shall be i n effect only so long as the applicable insurance policies contain a clause or
      endorsement to  the effect !hat the aforementioned wai� shall not affect the right of the insured to
      n:ccwer under such policies; and each party shall use its best efforts (including payment of an additional
      pnmium) to have its insurance policies contain a waiver of subroga1ion clause. Landlord and Tenant
      covenant and agree to obtain a waiver of 8Ubrogation frotn its �ve insurance cmicrs and have such
      waiver contained in all policies of i:nsur2nce reqnired to be obfained under this Lease. In the <M:Ot any
      insurance carrier of Landlord or Tenant declines to include in such carrier's policy a waiver of
      subrogation clause, Landloni or Tenant, as the case may be. shall promptly notify the other party in
      writing.

               12.     !ndemnification.

                         12. 1 Definitions. The "Tenant Parties" are Tenant and its shareholders, members,
     managers, partners. directois. officers, employ=s. agents. confra<:tors, licensees and �. The ''Landlord
     Parties" are Landlord, the Landlord's property manager, Landlord's mortgagee(s) and any affiliates or
     .subsidiaries of the:: fOJegOiog, and all of tbcir respective shareholders, Jlll:lllbers. maoage.rs, partners.
     directors, officers, employees, agents, con1:!11cto:rs, licensees and invitees. "Claims'" means all
     foo:seeable and unforeseeable damages (inclnding actiJal, consequential, and punitive). losses, injuries,
     penalties, disb� cost&, charges, assests,.                snxn legJli costs and expenses (including coort costs,
     attomeys' fees, experts' fees or other expenses incurred in investigatfug. preparing, prosecuting or settling any
     legal action or proceeding or arbitration. mediation, or other method of alkmative dispme �soluti<m),
     demands, litigation, settlement payn:Jents, causes of Betion (whether in tort, GOntraet. or under a theaty of
     strict liabili!y, or whctbcr in law, equity, statutory or otherwise) orjudgments.. "Injury.. means (i) bann
     to, impainnent or loss of: ar impairment or loss of u se of, property, including income, (il) harm to
     (including sickness or di.sl::ue) « death of a pc:n;on, or (ill) "pc:rsorutJ and advertising injury''. 88 such term is
     defined in Insurance Services Office, Inc. (."'lSOj form CO 000 I 100 1.


                       12.2    Scope of Indeuuitjes and Waivm. All indemnities, waivers and obligation.
     to  defend, where'Ver contained in this Lease, (i) are independent of, and wi1l not be limited by,
     each otbet ot a'ny insurance obligations in this Lease (whether or not complied with} or damages or                         ·.



     benefits payable under wada:l:3 oompensation or other employee benefit acts, and (ii) will survive the
     expiratioo of this Lease unlll an relatx:d Claims against tru: beneficiaries are fully and finally barred by
     applicable law. All applicable law affecting the validity or enfuroeabilil;y of any indemnity, waiver or
     obligation to defend t;OD.IBined in this Leare is made a part of sucb provision and will opem1l: to amend
     such Indemnity. waiver or obligation to defend m the minimum extent necessary to bring the provision
     i:nto conformity with Applicable Law a:nd cause the provision, as modified, to continue in full fine
     and effect. AU lNDBMNifiES. WAIVERS AND OBIJGATIONS TO DEFEND CONTAINED IN
     PARAGRAPH 1 2.3 WILL BE ENFORCED TO THE FULL.EST EXTENT PERMilTED BY
     APPLlCABLE LAWFORTIIEBENEFITOFLANDLORD P.ARIIES. EVEN IF 1lffi .AP.PLlCABLE Cl.AlM lS
     CAUSED BY1BEACilVEOR.PASSlVE NEGI.l3lN:E OR,SOLE,JOJNf, CCN:lJRltENI' OR<XlMPARA'IlVE
     �OF ANYOFTHBLANDLORDPARTIES, AND REGARDI.ESS OFWHEI'HERUABIUIY
     WIIHOUT FAULT OR STlUCI' LIABJUlY IS :JMllCSBl UPON OR AJIFm!D AGAlNS1' SUOl
                                                                                                                                      I
     BENEFJCIAR.Y, BUr WlU. NOr BE ENFORCED ro 1HE ECIENT 'IHAT A. cx:nJliT OF OOMPEIENI'                                             i
     JURlSDICIION liOI.m IN A Fn1fAL 1UOOMENf THAT A a.A1M IS CAumD BY TilE wn.LFUL
     .MISCONDUCTOR GROSS � OFANYOFTIIELANOI.ORDP�                                                                                     I
     JNDEMNIFY,
                 12� TENANT WAIVES AS TO THE LANDLORD PARTIES, AND WILL
                HOLD HARMLESS AND DEFEND THE LANDLORD PARTIES AGAINST, All.
     CLAIMS ARISING ON OR A.FI'ER THE EFFECTIVE DATE OF THlS LEASE. DIRECTLY OR
                                                                                                                                      !.
                                                                                                                                      '




                                                                                                                                      I
     INDIRECTLY, 1N WHOLE OR IN PART. OR AlLEGED TO ARISE FROM (A) lNJUR.Y


                                                              8


                                                                                                                                 .,
                                                                                                                                      l
                                                                                                            H U G H ES 000 1 9
                                               Sworn Record 0478




..


      SUFFERED BY ANY PAR1Y AND OCCURRING IN 1HE PREMISES; (B) INIDRY CAUSED BY A
      TENANr PAR1Y AND OCCURRING OUTSIDE THE PREMISES, ANDJOR. (q HARM TO,
      IMPAIRMENT OR WSS OF, OR IMPAIRMENT OR LOSS OF USE OF, PROPERTY, INCLUDING
      INCOME SUFFERED BY ANY PAR1Y INSIDE TIIE PREMISES OR CAUSED OR SUFFERED BY
      A TENANT PAR'IY OUTSIDE THE PREMISES. 'TENANT AGREES TO DEFEND TilE
      LANDWRD PARTIES IN LITIGATION, ARBITRATION, MEDIATION OR OTHER
      PROCEEDING. WITH COUNSEL REASONABLY ACCEPTABLE TO LANDLORD, AND PAY
      ALL COSTS ASSOCATION wrrn -nm PREPARATION OR PROSECUTION OF SUCH
      DEFENSE.

              13.     landlord Repairs- Except for damage        catl8ed by Tenant, its employees. agents,
      contractors, customers or invitees,
                                       during the term of this Lease. Landlord shall. at its � repair and
     maintain in good structntal and workmanlike condition the roo� c:x.terior" walls. interior load bearing
                                                                                                                                       I
     walla i.nd foundation. Tenao.t: shall promptly give L;mdlord written notice of any repair requ.fred by
     Landlord pursuant to this Paragraph 13, after which Landlord shall have a reasonable opportunity to
                                                                                                                                       l
     repair. Except for Landlord's specific repair obligations set forth in this Section 13, Tenant
     acknowledges and agrees that Landlord shall have no other obligatiOliS under this Lease to repair or                              1-
     maintain any portion ofthe Premises or the systems lot:ated in the Premises.


            . 14.     Ten!!Jlt'sRepairs. Subject tn Landlord's limited repair obligations dcscnbed in Paragraph
                                                                                                                                       l
      13, and subject tn the provisions of Paragraphs 1 7 and 1 8, Tenant, at its expense. shall repair, replace and
     maintain in good condition all portions of the Premises and all areas, improvements and systems
     exclusively serving the Premises, including electric, plumbing, water and wastewater lines and related
     systems, fire sprinklers and fire protectimt systems, entries, interior and exterior doors, ceilings,                 �           I
     windows, interior and extmor walls, and heating, ventilation and lrir conditioning systems. Such repairs
     and replacements include capital expenditures and repairs whose bcnclit may extend beyond the Lease
                                                                                                                                       J
     Tenn. Tenant also shall maintain, at its expense. in good order, condition and repair, the driveways,
     sidewalks, parking lots and landscaping installed by Landlord or Tenant on the Premises and a
                                                                                                                                    j
     responsible for removing aey trnsb or debris in any of such areas. Heating, ventilation and air                      - t
     oondftioning systi:ins and' otlici' mechanical and buildmg systems serving the Premises shall be                               1-
     maintained at Tenanfs expense pursuant to maintenance service contracts entcted in!O by Tenant or, at                          j
     Landlord's electi<m, by Landlord. The scope of services and contra.ctoxs under such rnainteoance
     contracts shall be rea501Ulbly l!pl)rOVed by Landlord. If Tc::nant fails to perform any repair or replacement
                                                                                                                                    1
     for which it is reaponsible, Landlord may perform $UCh work and shall be reimbursed by Tenant within
     ten (10) days after demand. Subject to Landlmd's limited repair ob'JigatiOIIS described in Paragraph 13,
     and subject to the provisions of .Paragntphs 17 and 18, Tenant shall 'bear the full cost of any repair or
     replacement to any part of the building located on the Premises that result from damage caused by




                                                                                                                               I
     Tenant, its agents, contractors, or invitees and any repair that benefits only the Premises.

               lS.     Tenant-Made Alterations and Trade Fixb.ttes. Any alterations, additions. or
     improvements made by or on behalf of Tenant to the Premises ("Tenant-Made Alterat:ionsfl) sbai1 be                            I
     subject to Landlord's prior written consent which shall not be unreasonably withheld, delayed or                           l
     conditioned. Tenant shall cause. at its expense, all Tenant-Made Altt:tations to comply with insurance
     requilemtnts and with Legal Requirements and shall construct at its expense any alteration or
     modification required by Legal Requirements as a result of any Tenant-Made Altcra.tions. AD Tenant­
                                                                                                                               iI

                                                                                                                               )
     Made Alterations shaU be constructed in a good and workmanlike manner by con1Iactors reasonably
     acceptable to Landlord and only good grades of materials 'Shall be used. All plans and speeificlltioos for
     any Tenant-Made Alterations shall be submitted to Landlmd for its written approval. Landlord may
     monitor construction of the Tenant-Made Alterations. Landlord's right to review plans and specifications
     and 1X) monit<Jr construction shall be solely for its own btmcfu and Landlotd shall have no duty to see that              It
                                                           9                                                                   I
                                                                                                                         ,... I1
                                                                                                                         ,. j
                                                                                                                               I
                                                                                                      H U G H ES 00020
                                           Sworn Record 0479




  sucll plans and specifications or OODStruction comply with Legal Requiremcmts. Tenant shall provide
  Landlord with the identities and mailing addresses of all contractors and subcontractors performing work
  or supplying matt:ria1s, prior to beginning such constmction, and Landlord may post on and about the

  Premises notices of non-responSJ."bility pursuant to applicable law. Tcm.nt shall make reasonable
  arrangements to assure payment far the completion of an work :free and clear of liens and shall. provide
 certificates of insurance for worker's compensation. if requin:d, and other coverage in amOunts and from
 an inslli1!D.CC company satisfactory tu Landlord protecting Landlord against liability for personal injmy or

 property damage during construction. Upon surrender ofthe Preuriscs, all Tenant-Made Altctations and
 any leasehold improvements constructed by Landlord or Tenant shall remain on the Premises 11.8
 Landlnnf's property, except to the exk:nt Landlord requires removal at Tenant's expense of any such
 items or Landlord and Tenant ha.vo otherwise agreed in writing in connection with LandlOrd's consent to
 my Tenant-Made Alterations. Tenant shall Iepajr any damage caused by such removaL


          Tenant. at its own cost and expense and without Landlord's prior approval, may erect such
shelves, bins, equipment and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its
                                                                                                                              I
                                                                                                                              !
                                                                                                                              !:.
 business provided that such items do not alter the basic character of the Premises, do not overload or
 damage the Premises, and may be removed witbout injuzy to 1he Premisea, and the construction, erection.
 and ins1al1ation thereof complies with an Legal R.equircments and with Landlord's requirements set forth
above. Tenant may remove its 'Trade Fixtures. supplies, movable fumiture and equipment not attached to
the Premises provided: ·(a) removal is made prior to the expiration or termination of this Lease; (b)
Tenant is not in def3u1t of any obligation or covenant under this Lease at the time of removal; and (c)
Tenant promptly repairs all damage caused by removal All other property at the Premises and any
alteration or addition to the l'remises and any other article attached or affixed to the floor. wan or ceiling
of the Premises shall remain upon and be sun:endeted -with the Premises at the expiration or termination
of this Lease, including specifically, without limitation, the genentor, all ceiling ·and wall mounted
surgical lights. the medical gas lines, valves and CO!ltainers, and the autoclaving, Tenant hereby waiving
an rights to any payment ar compensation. If however. Landlord so requests in writing. Tenant will, prior
to expiration or teiminaf:ion of this Lease. TCIIliJVC any and all Tmde Fixtures, alterations, additions,
equipment and property placed or· installed by it in the Premises and will repair any damage caused by
s\ieh. remo\ial. If any property not belonging to Landlord remains at the Leased Premises after 1he
expiration or termination of the term of thi6 Lease, Tenant hereby authorizes Landlord to dispose of the                      I·
                                                                                                                             I
property as Landlord ms.y desire without liability to Tenant if the property belongs to Tenant. If the
Pfopel'iy does not belong to Tenant, Tenant agrees to indemnity, de:fund and hold Landlord haonless from
all suits. actions, Jisbility, !ass, damages and cxpensea in cormection with any removal, exmise of




                                                                                                                          I
dominion over and/or disposition of such property by Landlord.

         16.    � Tenant shall          not   IDi!ke any changes to the   exterior   of the Premises, install any
exterior lights. or painting. ar erect or install .any exterior signs. without Landlotd's prior written consent
which shall not be unreasonably withheld. delayed or conditioned. Upon Sllt'l'C1lcler or vacating of the
Pn:miaes, Tenant &ball have removed aU signs and repair. paint, and/or replace the building facial surface




                                                                                                                         )��
to which its signs are attached. Tenant shall obtain all applicable govemmartal permits and awmvals for
sign and exterior treatmenls.


         17.    C�on.             If   any part of tbe   building   located   on the Premises,   or   a substantial
portion of the parking for the Premises, should be taken. for any publio QI" quasi--public use under
governmental law, ord�. or regulation, or by right of eminent domain. or by private purchase m lieu
thereof (a "Taking" or "Taken"), and tbe Taking wonld prevent or materially interfere with Tenant's usc
otthe Premises, then Tenant shall have the right te:rminate this Lease by giving written notice of !illch
election to .l..andlord; provided. howewr, such termination shall not be effeeti.ve until 81.1Ch time as the
Taking has been finalized. Base Rent and Additional Rent shall be apportioned as of date of the final
                                                                                                                         I!
                                                       10
                                                                                                                         '
                                                                                                                         I
                                                                                                      H U G H ES 00021
                                               Sworn Record 0480




                                                                                                                        ..
                                                                                                                             1
                                                                                                                             I

·'
                                                                                                                                 I
                                                                                                                                 I




                                                                                                                             I
      Taking. If part of the Premises shall be Taken, and this Lease is nGt terminated as provided above, the
      Base Rent payable hereunder during the  unexpired Lease Term shall be reduced to such extent as may be
     fair and reasonable under lhe circumstances. In the event of any such Taking. Landlord shall be entitled
     to receive 1he entire price or award fu:mt any such Taking for the Pmnises (exclnding however any
     Tenant's Premises Expansion as described in Section 15 above) without any payment to Tenant. and


                                                                                                                             I
     Tenant hereby assigns to Landlord Tenant's interest, ifany, in such awmrl. Tenant shall have the right, to
     1bt; extent that same shall not dhmnish Landlord's a'W8t'd. to make a separate claim against the
     condcTnaing authority (but not Landlord) for such compensation as may be separately awmled or


                                                                                                                                 I
     n:cover:abl e by Tenant for Tenant's Premises Expansion and fur moving expenses and damage to
     Tenant's Trade Fl.XtuR&. if a sepante award for I!UCb items is made to Tenant.

               18.     Casualty;JWstoration. If at any time during the Lease Term the Premises are damaged by
     a  fire or other casua.Ity, Landlord shall notify Tenant witl:rin sixty (60) days after such damage as to the
      amount of time Landlord reasonably estimates it will take to resmre the Premises. If the restoration time
      is estimated to exceed twdve (12} months, either Landlord or Tenant may eJect to terminate this Lease
     upon notice to the other party given no later than thirty (30) days after Landlord's notice.. If neither party
     elec1s to taminate this Lease or if Landlord estimates that restoration will talre twelve (12) mcmths or
     less, tbeo, subject to receipt of sufficient insurance proceeds. landlord shall promptly restore the
     Premises, c:Jtcluding the :improvements installed by Tenant, subject to delays arising from the collection
      of insurance proceeds or from Force Majeure events. Tenant, at Tenant's expense, shaU promptly
     perform, subject to ddays arising from the collection of insurance proceerls, or from Foroo Majeure



                                                                                                                                 I
     events. all repairs or restoration not required to be c:lone by Landlord and shall promptly re-auer the
     Premises and commence doing business in accordanee with this Lease. Notwi.1hstanding the foregoing,
     either party may terorlnate this Lease if !he Ptemises are damaged during the last year of the Lease Tenn.
     and Landlord reasonably estimates that it will take IJ'IOte than one month to repair such damage. Tenant
     shall pay to Landlord with respect to any damage to the Premises caused by Temmt the amount of the
                                                                                                                                 I
     cou:anercially reallOlllllb e deductible lDlda Landlord's insurance policy within ten. (10) days after
     presentment of Landlord's invoice. Base Rent and Additional Rmt shall be abated for the pet.lod of�air
                                                                                                                         I       I
     and restoratioo in the proportion which tbt area of the Premises, if any, which is not usable by Tenant                     I
                                                                                                                                 I
     bears to the total area of the ·Premises. Such abatement shall be the sole remedy ofTenant, and except .as              t
     provided herein. Tenant waives any right to k:rminate the Lease by reason ofdamage or casualty Ws&.

              19.     Assignmentand Subletting. Tenant shall not assign this Lease or sublease the Premises
     or any part thereof without Landlord's prior written CQI18enf. whlch consent shall not be unreasonably
     withheld. delayed, or conditioned; provided. however, that Landlord's consent shall be subject to and                   I.
     conditional upon the following: (i) no Event ofDefault bas occurred, md no event bas occurred which,
     with the passage of time, shall COIIl8l:itute m Event of Default; (ii) Tenant pays to Landlord all of
     Landlonl's costs and expenses. including legal fees, in connection with the review and approval of any
                                                                                                                             I
     prop0$ed assignee or subtenant; (iii) Landlord has received and has had a reasonable opportunity to
     review all documents and agreement executed or to be executed between Tenant end the propo!ed
                                                                                                                             I
                                                                                                                             I
     aSBignce or subtenant; (iv) the proposes assigDee or subtenant bas assumed all of !he Tenant's obligations
     under this Lease in a fonn and content acceptable to Landlord; (v) the proposed assignee or subtenant
     has, in the reasonable judgment of Landlord, a net worth equal to the net worth of Tenant as of the ·c:latc
                                                                                                                             !
     of this Lease, or is otherwise satisfactory 1o Landlord, and bas a !llrtisfactory history of opemting                   I
                                                                                                                         l
     properties similar to the Premises; and (vi) the proposed assignee or subtenant has. in the reasanab1e
     judgment of Landlord, a satisfactory credit history and prqfcssiODal .reputation and character. Tenant will
     submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a
     � of1he proposed agn:e.mctlt ofusignm� or sublease; (3) reasonably satisfactory information


                                                                                                                        -I
     as to the nantre and character of the proposed assignee cr subtenam. and as to the natL1fe ofits proposed
     use of tbe Premises if different from the eurrent use; (4) banking, financial ar other credit infonnation



                                                        " 11
                                                                                                                         I   l
                                                                                                                             I

                                                                                                     H U G H ES 00022
                                                Sworn Record 0481




..




      reasonably sufficient to enable Landlord to determine the financial responsibility and character of the
      proposed assignee or subtenant; and (S) any otherinftmnation reasonably requested by Landlord.
              For purposes of this Paragraph 19, a tnmsfet of she ownership interests controlling Tenant shall
      be deemed an assignment of this Lease unless such ownecslrlp interests are publicly traded.
      Notwithstanding the abo� Tenant may assign or sublet the Premises. or any part thereof, to any eruity
      controlling Tenant, controlled by Tenant or utule:r common control with Tenant (a "Tenant Affiliate"),
      without the prior written consent of Landlord; provided, however, Tenant and any guara:ntor or surety of
      Tenant's obligation& under this Leaae shall at aU times remain fully respons1ble and liable fOJ: the
      payment ofthe rent and for compliance with all of Tenant's other obligations under this Lease.

            Tenant shall reimburse Landlord for        all of Landlord's    reasonable out-of-pocket expenses     in
     connection wifu any assignment or sublease.

             Upon Landlonfs receipt ofTenant's written notice ofa desire to assign or sublet the J!K:mises, or



                                                                                                                                 t
     any part thereof (other than to a Tenant Afliliate), Landlord :may, by giving written notice to Tenant
     within tbirty (30) days after receipt of Tenani's noOO; tmxrinate this Lease with respect to tbe space
     deseribed in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the
     proposed assignment or sublease.

              Notwi1'hstanding any assignment or subletting, Tenant and any guuantor or surety of Teoanfs
     obligations under this Lease shall at all times remain fully responsible and liable for 1he payment of the




                                                                                                                                 I
     rent and for compliance with all of Tenant's otber obligations under this Lease (regardless of whether
     Landlord's approval has been obtained for any such assigmnents or subletting). In the event that the: Rent
     due and payab1e by a subtenant or assignee (or a combination of the Rent payabl8 tmde.r such sublea£e or
     sssignment plus any bonus or other consideration or incllknt thereto) excwis the Rent payable under
     this Lease for the Premises (excluding 1mwevet any Rent Tenant receives for the Tenant's Premises
     &pansicm), then Tenant shall be bound and obligated to pay Landlord as additional rem hereunder one­                        l
     half (112) of aU such ex.cess rental and other excess consideration within ten {10) days foTiowing receipt                  I
     thereOf by Tenant; proVided, hOWem-, Tenant shall not be obligated to pay my portion of Rent received
     on Tenant's Premises Expansion.                                                                                         t·
             In the �vent of a permitted assignment or sublease, upon a default by Tenant hereunder Landlord
     may collect rent   from the assignee, subtenant, cr other occupant and, ro::cept to the extent set furth in the         I
                                                                                                                             I
     preceding pamgraph, apply the amount collected to the next Rent payable hereunder; and all sueh rentals
     collecled by T\:tlillt shall be held in trust fur Landlord and immediately forwarded to Landlosd. No such ,
     transaction or col!eetion of Rent or application thereof by Landlord, however, .shall be deemed a waiver
     of these provisions or a rehlase of Tmant from the :further performance by Tenant of its covenants,.                    I
     duties, or obligations hereunder.

             Tenant shall not mortgage. pledge, or � its                leasehold m.tcreat or grant any �
     or license within the Premises and any attempt to do any ofthe      foregoing shaH be void and ofno efiect

             20.     l'll§pection and Apcess.   Landlord   and its   agents, representatives. and i:ontractors 7Jlay
     ente:r the Premises at any reasonable time to inspect the Premises and to make llllCh repairs as may be                 i
     required or permitted pursuant to this Lease and fot any other business purpose. Laru.ilord and Landlord's
     representatives may enter the Premises during business hours for the pmpose of showing !he Pmnises to                   !
                                                                                                                             f.
     prospective ptJreha.sers and, during the last six (6) :ro.onths of the Lease Term, to prospective tenants.              l
     During the last six (6) months of the Lease Tenn, Landlord may erect a suitable sign em the l'n:mises
     stating the Premises are aVllllable to lease. Landlord may grant easemtmts, make public dedications,                    i
                                                                                                                             I
                                                           12                                                                I
                                                                                                                           . I

                                                                                                                             I
                                                                                                       H U G H E S 00023
                                          Sworn Record 0482




 designate oommon areas and create restrictions on ar about the Premises. provided that no such
 easement. dedication, deaiguation or :rmriction materially interferes with Tenant's usc or occupancy of
 the Premises. At Landlord's request. Tenant shall execute such :i.nstnnnents as may be necessary for sucb
 easements, dedications or restrictions.


        ·21.     QuietEnjoyment. Tenant shall. subject to ibe tenns of this L=se. at all times during 1he
 Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by. through
 or under Lanillord.

       22.       Syrrcsdm-. Upon temlination of the Lease Term or earlier tEonination of Tenant's right




                                                                                                                      I
 of possession, Tenant r.ha.ll surrender the Pmnises to Landlord in the same condifion as �ved, broom
 clean, ordinary wear and war and casual1y loss and cmxiemnation covered by Panlgra:phs 16 and 1 7
 euepted, and in accordance with Addendum 1 attached hereto and made a part hereof for all purposes.
 All obligations of Tenant hereunder not tully perfOllllOd as of the tennination of� Lease Term sba11
 survive the t.emlination of the Lease Term. including, without limitation, indemnity obligations, payment
 obligations with respect to Additional Rent and obligations CODGeming the oondition and repair of the
 Premises.                                                                                                            r
         23.     HqJrlingQyq. If Tenant retaills posseson  si of the Premises after the termination of the            !

                                                                                                                      I
Lease Tenn. then unless otherwise agreed in writing by Landlord. such possession shall be subject to
immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease
(excluding any expansion or l'e31.eW3l option or other sftnilar right or option) shall be app&ablc during
such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as .Base
Rent for the holdover period, an amount equal to one hundred fifty percent (1 50%) of the Base Rent in                i
effect on the tmnination da1e, computed on a monthly basis for each month or pan thereof during such
holding over. All other payments slWl continue under the ter:ms of 1his Lease. In addition, Tenant shall
                                                                                                                      I
be liable for all damages incurred by Landlord as a result of such holding over by Te:nant. No holding
over by Tenant, whether with or without consent of Landlord. shall operate to extend this Lease, except
as othcnvise expressly pro-vided in writing. and this Paragraph 23 shall not be construed as consent for
                                                                                                                      I
Tenant to retain possesonsi ofthe Premises.

        24.      Events of Default Each of the following eVI:!lts sha1I be an event of default (''Event of
Defauh") by Tenant under this Lease:
                (a)    Tenant shall fail to pay any installment of Base Rent, Additional Rent or any
other payment required herein when due. and such failure shall continue for a period of ten (10) days
from the date such payment was due.

                  (b)    Tenant or any guarantor or surety of Tenant's obligations hereunder sbal1 (A)
make a general assignment for 1hc bene:fit of creditms; {B) oomrrumce any case, proceeding or other
action seeking to have an order for relief entered on its behalf as a d.ebtar or to adjudicate it as ba!.Uropt.
or insolvent, or seeking reorganization. ammgement, adjusQnent, liquidation. dissolution or composition

of its or its debts or �ng appointment of a receiver. trustee. custodian or other similar of&ials for it
or for all of any substmtial part of its property {collectively a "proceeding for relief"); (C) become the
subject of any proceeding for relief which is not dismissed within 180 days ofits filing or entry; -or (D)
die or suffer a legal disability (if Tenant, guarantor, or surety is an individnal) or be dissolved or
otherwise fail to maintain its legal existence (if Tenant, guanmtor or surety is a corporation, partnership
or other entity).




                                                      13




                                                                                                  H U G H E S 00024
                                           Sworn Record 0483




                (c)     Tesumt shall abandon or vacate the Premises for a period of seven (7) days or
                                                                                                                                  I
                                                                                                                                  I
                                                                                                                                  I,


                                                                                                                                  I
 more whether or not Tenant is in monetary or other default under this Lease.
                (d)       Any insurance required to be maintained by Tenant pursuant to this Lease shall



                                                                                                                                  II
 be caneeUed or terminated or shall expire or shall be reduced or materially changed, �t. in each case,
 following any applit:able cure period and as otherwise per.mitted in this Lease.

                 {e)     Temmt shall assign, sublease,     or ttansfer its interest in   or   with respect   to this
 Lease, except as otherwise pelJllitkd in this Lease.
                                                                                                                                  I

                                                                                                                                  lr
                {f)      Tenant shall fail tG d.i.sc1Jmge or post surety acceptabJc to Landlord any lien
 placed upon the Premises in violation of this Lease within thirty (30) days after any such lien or
 encumbxance is filed against the Premises.

                  (g)     Tenant shall fail to comply with any provision of this Lease other than those
 specifically referred to in this Paragraph 24, and, except as otherwise expressly provXled bercin. such
 ddiwlt !ihall continue fur more than thirty (30) days after Landlord shall have given Tenant written notice
 of swh defiwlt. provided in the event the default is of such a l'latllre that cannot be cured within thirty
 (30) days. Tenant shall bave commenced to cure witlrin t1le thirty {30) day period and diligently proceeds
 to cure suclt ddault.


         25.       Landlorg's Remedies.. Upon each occu:m:nce of an Event of Default and for so long as
such Event ofDefault shall be contirntiug, Landlord may, at its election, tmninate this Lease or 1erminate
Tenant's right ofpossession, witlwat terminating this Lease (but Tenant slutil n:n'l8in liable as hen:inafter
provided) and/or pursue any other u:medies at law or in equity. Upon the tcmination of this Lease or
ten:n:inlrtion of Tenant's right of possession, it &ball be lawful for Landlord, without fon:mtl demand or
notice of any kind, to re-enter the Premises by � clisposscssiQil proceedings or any other action or
proceeding anthorizcd by law and to remove Tenant and all persons and property therefrom. IfLandlord
re-enters the Premises, Landlord shall have the right to alter or modify locks or fences and other security
devices at the Leased Premises and remove Tenants property and the property of others located· within
the Leased Premises. The provisions of this Paragraph 25 shall override and comml any eooflicting                                  !
                                                                                                                                   I
provisions of Section 93.002 of the Texas Property Code, as wen au.ny succe'SSOr statutc gover.ning the
right of a landlord to change the door locks ofa tenant under a commercial kase.
         If Landlonl  tenninates this Lease, Landlord miiY recover from Tenant the sum of (i) all Base
                                                                                                                                   Il.
Rent and all other am<nlllts accrued hereunder to the date of such termination; the cost of reletting the                          I



                                                                                                                                   I
whole or any part of the Premises, including without limitation brokerage fees and/or leasing
commissions incurred by landlmd, and costs of Im!Oving and storing Ten.ant's or any other occupani's
property. repairing, altering. remodeling, or otherwise altering the Premiaes into a condition acceptable to
a new tenant or tenants, and all other reasonable e.x:pcl�JleS incurred by Landlord in pursuing its. remedies.
                                                                                                                                   i
including reasooablc attorneys' fees and court costs; and (ii) the excess of tbe then present valuc of the
Base Rent and other amounta payable by Tenant under this Lease as would otherwise have been required
                                                                                                                                   j
ttl be paid by Tenant to Landlord during the period following the termination of this Lea.se measured                              I
from the date of such tc:mrina.tion to the expiration da1e stated in this Lease, over the pret;mt value ofmy                       f
net amounts which Tenant establishes Landlord can reasonably expect 1o recover by reletting the
Premises for such period. taking into oonsideration the availability of accepl:abk tenants and other IDaiket
conditions affecting teasing. Such -prese:nt values shall be calculated at a discount rate equal to the ninet:y­
(90) day U.S. Treasury bill rate at the date of such tcnnination.
                                                                                                                                   I
                                                                                                                                   l
                                                      14
                                                                                                                        ,.... .
                                                                                                                        ·�




                                                                                                     H U G H ES 00025
                                         Sworn Record 0484




          If Landlord terminates Tenantts right of possession (but not this Lease). Landlord may, but &haT!
 be under no obligation to. relet the Premises for the account of Tenant for such rent and upon such terms
 as shalf be satisfactory to Landlord without thereby releasing Tenant from any liability 'hereunder and

 wilhout demand or notice ofany kind to Tc:mmt. For the purpose of such reletting, Landlord is a�
 to make any repairs, changes. allr:rations, or additions in or to the Premises as Landlord dec::tns
 reasOlUlbly necessazy or desirable. If the Premises are not relet, then Tenant shall pay to Landlord as
 damages a sum equal to · the amount of the rental reserved in this Lease for such period or periods. plus
 the eost ofrc:covering possts8ian of the Pmnises (mcluding reumable attorneys' fees and costs of suit)
 the tmpaid Base Rent and other amounts accrued hereunder at the time of repossesn,        sio and the costs
incurred in any attempt by Laudlord to relet the Premises. If the Premises are relet and a sufficient SUil1
shall not be realized from such reletting after first deducting thereftom, for retention by Landlord, the
unpaid Base Rent and other amounts acCIUcd hereunder at the time of rcletting. the COif of recovering
po11session including atromeys' fees and costs of suit), aU of the costs and cxpe.nse of rcpaiiB, changes,
alterations, and additions, the expense ofsuch relcrtiDg (including. without limitation, brolcem.ge fees and
leasing commiso    si ns) and the cost of collection of the rent accruing therefrom to Batisfy the Rm1
provided for in this Lease to be paid, then Tenant shall immediatcly satisfY and pay any such deficiency.
Any such payments due Landhm:l shall be made upon demand from time to time and Tenant agrees that
Landlord may file suit to recover any &'l.ttnS falling due frmn time to time. Notwithstanding any such
reletting with<tut tennination. Landlotd tn�.�.y at any time � elect in writing to terminate this Lease
for such previous breach.


          Exercise by Landlord ofany one or more remedies hereunder gramed ot otherwise llWllable shall
 not be deemed to be an acceptance of sutrendet of the Premises and/01' a termination of this Lease by
 Landlord. whd:her by agreement ar by operation of law, it being unclerstood that such sun-ender and/or
 termination can be effected only by the written agreement of Landlord and Tenant Any law, usage. or
 custom to !he contraiy notwithstanding, Landlord shall have the right at all times to enforce the
 provisions of this Lease in strict accordance with the ten:ns hereof; and the failure of Landlord at any
 time to enforce' its rights under this Lease strictly in accordance with same shall nor be construed as
having created a custom in any way or manner contrary to the specific tcnns, provisions, and covenants
of this lease or as having modified the same. Tenant and Landlord further agree that forbcarant:c or
waiver by Landlord to enforce one or mere ofim rights pursuant to this Lease or at law or in equity, shall
not be a waiver of Landlord's right to enforce one or morn of its rights in connection with any subsequent
 defiwlt. A receipt by Landlord of.Rent or other payment with knowledge Df the bn:ach of any covenant
hereof sbaU not be deemed a waiwr ofsuch. breach, and no waiver by Landlord of any provision of this
Lease sball be deemed to have been made unless expressed in writing and signed by Landla:d. To tbe
greatest extent pemritted by law. Tenantwaives the service ofnotice oflandlord's intention to ro-enb:r as
provided for in any s1atutc. or to institute legal proceedings to tbat end, and also waives all ri ght of
redemption in case Tenant shall be dispossessed by 11 judgtl'lt!l1t or by warrant of any court or judge. The
terms "enter: •re-enter," "entry," or "re-entry,o as used in this Lease, are not restricted to their Ux:hnical
legal meani.ng$. Any re'!otting of the Premises shall be on suc:h ter:m5 and conditions as Landlord in its
sole discretion may determine (including, without limitation. a teun di£ftrent than the remaining Lease
Tenn. rental cancessions,. alterations and repair of the Premises. rental ofless 1ban the entire Premises to
any tenant}. Landloni shall not be liable, nor shall Tcmant ' s obligations hereunder be diminished because
ofLandlord's failure to relet the Premises or collect tent due in respect of such relctting.

         If Tenant f$ils to make any payment. petfoo:.n any obligation or cure any default bereunder within               '
                                                                                                                          I
the time  pt:nnitted. Landlord, without being under any obligation to do so and without thereby waivin,r
such flrilure or defuult, may make the payment, perform such obligation and/or remedy such default for
the account of Tenant (and enter the Premises for sueh purpose). Tenant agrees to pay Landlord. upon
                                                                                                                          r-·
                                                     15
                                                                                                                          [
                                                                                                                  ,, ..



                                                                                               H U G H ES 00026
                                              Sworn Record 0485




                                                                                                                          /'
..




      demand, all costs, expenses and disbursements {including reasonable attorney's fees) incurred by
      Landlord in taking such remedial action.                                                                                   I




                                                                                                                     -�� lI
               26.     Tenant] Remedies/Limitation ofLiability. Landlord shall not be in default hereunder
      unless landlord fails·to perform any of its obligations hereunder within thirty (30) days after written
     notice from Tenant speci� such failure (unless such performance will, due to the natmc of the
      obligation, require a period oftime-in ClCI:eSS of thirty (30) days, and. then only after such period oftime
     as is reasonably necessary to cure the default as long as Undlord is diligently attempting to cure such



                                                                                                                             I
     default). Under l'lO citcumstances wbal90ever shall Landlord ever be liable to Tenant for con.seqnentiB.l
     damages or special damages. All obtigations ofLandlord under this Lease will be binding upon Landlord
     only during the period of its ownet&hip of tbe Prenliscs and not tb.ereaftel'. The te:rm "t-andloni" in this
     Lease sbaU mean only the owner. for the time being ofthe Premises, and in the event of 1he transfer by
     such owner of its intere.t in the Premises, such owner shall thereupon be released and discharged from
     all obligations of Landlord lht:rcafte.r accruing, but such obligations shall be binding during tbe Lease
     Term upon eacb new owner for the duration of such owner's ownership. Any liability ofLandlord under
     1his Lease shall be limited solely to itt intelat in the Premises, and in no event shall any personal
     liability be asserted against Landloul in � with this Lease nor shall any recourse be bad to any
                                                                                                                             �
     other property or assets of Landlord. Under no c:ircum.stances whatsoever shall Landlord ever be liable
                                                                                                                             I
                                                                                                                     -I
     heteunda for consequential damages or special damages.

              In the event   of any act or omission by Landlord   which would give Tenant the right to =cercise
     any remedy « take any other action against Landlord, Tenant shall not exerci!ic any such right until (i) it
     shall have given notice. by registered or certified mail, of such act or onrlssion to the Landlord's lc.mb­             I
     rLandloro's Mortgagee") whose name and address shall have been furnished to Tenant in writing. at the
     last address so t.Umlshed, and [n) the period of time allowed LancDord for remedying such act or                        I
     omission plus an additional reasonable period but. in any event, not less than thirty (30) days, shall have
     elapsed following the giving ofsuch notice, provided tbat following the giving of such notice, J..andlord
                                                                                                                             I
     or Landlord's Mortgagee shall, with reasonable diligence, have co.mmc::nccd and continued to remedy
     such act or omission ac to cause the same to be remedied. All of tile rights and remedies provided in this
     tease fer the benetit of Laiu:llord's MOrtgagee shall likewise be understoOd to inure to the bc;1efit of1be
     successors and assigns of Landlord's Mortgagee.


               1:7.   Subonfination. This Lease and Texwrt's interest snd rights hereunder are and shall be
      subject and subordinate at all time£; ro the lien of any mortgage,. now existing or hereafter created on or
      against the Premises. and all amendments, restatements, f'CileWll)s., modifications, ccmsolidations,
     refinancing. assignments and extensions thereof. without the neu.ssity of my furtller ius1rument ac act on
     the part of Teraant Tenant agrees, at the election of the Landlord's Mortgagee, to attorn to any such
     holder. Tenant agrees upon demand to execute, acknow1edge and deliver such instruments, confirming
     such subordination and attornment as sball be requested by any Landlord's Mortgagee. In the event
     Tenant fails to execute any such instruments witlrin ten (10) days, the Tenant hereby appoints Landkmi
     as a.ttorney.in-fact fur Tenant irrevocably (such power of attorney being coupled with an intc:rest) to

     execute, acknowledge aDd deliver any such instrument(a) for and in the name of the Tenant md to CIIUSe              I
     arry StiCh instrume:nt(s) to be recorded. Notwithstanding the foregoing, any Landlord's Mortgagee may at
     my time subordinate its mortgage to this I..easc, without Tenant's consent, by notice in writing to Tenant,
                                                                                                                         !
                                                                                                                         I
     and the:'eupon this Lease shall be deemed prior to such mortgage without regard to their R:SpeCtive dates
     of execution, delivery or recording and in that event such Landlord's Mortgagee shall have the same
     rights with respect to this Lease as though this Lease bad been executed prier to the execution, delivery
                                                                                                                        I
     and recording of such mortgage and had been assigned to such landlord's Mortgagee. The term
     �mortgage". whenever- used in this Lease, shall be deemed to include deed$ of trust. security assignments
                                                                                                                        I
                                                                                                                        I
                                                         16




                                                                                                  H U G H ES 00027
                                          Sworn Record 0486




 and any other encumbrances, and any reference to the Landlord's Mortgagee shall be deemed to include
 the beneficiary � a deed of trust.

           28.     Mechanic's Lieng. Tenant has no   express or i:cnplied authority to create or place any lien
 or encurnbmlce of any kind upon, or in any mannte to bind the interest of Landlord or Tenant in, the
 Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing .,..'ith
 Tenant, including    those   who may furnish   materials   or   perform labor for any CQl:l$tructjon or Rpairs.
 Tenant covenants and agrees 1ha.t it will pay or cause to be paid all sums legally due and payable by it on
 account of any labor perfonned or materials furnished in connection with any work performed on tbe
 Premises and that Tenant will indeiilllify, defend and hold Landlord bannless from all Joss, cost or
 expense based on or arisiDg out of asserted claims or liens against the leasehold estate or against the
 interest of Landlord in the Preinises or under this Lease. Tenant shall give Landlord immediate 'WI:ittat
 notice of the placing of any lien or encumbtance &gainst the Premises and cause such lien or
 encumbrance to be discharged within thirty (30) days of the filing or recording thereof; provided.
 however, Terumt may contest such liens or encumbl'l!.llCCS as long as such contest prevents foreclosure of
 the: lien or etiC1llllbrance and Tenant causes such lien or encumbrance to be bonded or insured in a
 Jilal'lllCf satisf3ctoxy to Landlord within such thirty (30) day period.                                             r
 of
          29.
      Landlord.
                 EstoppelCertificates. Temmt agrees, from time to time. within ten {10) days a1ru request
                  to execute and deliver to Landlord or Lsndlord's designees any estoppel ocrtificate
requested by Landlord stating that this Lease iS in full force and effect, the date to whiclt Rent has been           I
                                                                                                                      I
paid, that I..andlGrd is not in default hetc:Ul'tder (or specifYing in detail the nature of Landlord's default),
the termination date of this Lease and such other matters pertaining to this Lease as may be requested by
Landlord. Te!Wlt's obligation to furnish ea.c:h estoppel certificate in a timely .tasbion is a material.
inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall
                                                                                                                      !
apply to Tc:rumt's obligations to timely deliver an estoppel certificate. Tenant hereby inevocably appoints
LandlOI'd as its attorney-in-fact to execute on ils behalf and in its name any such estoppel certificate if           !


                                                                                                                      I
Tenant fails to execute and deliver the estoppel certificate within ten (10) days after Landlord's wri�
request.
          30.        Enyironmentat Requirements. Except for "FFazarus     rO Material&" (hereafter defined)
 contained in products used by Tenant in de minimis quantities for ordinary cleaning purposes or tUiCd in
 the normal operations of a surgery center and as permitted by "Environmental Requirements• (hereafter
 defined). Tenant shall not-permit ()1' cause any party to bring any Hazardous Materials upon the Premises            I
 or transport, stare. UBe, generate. manufacture or release lillY Haza.rdous Materials in or about the
 Premises without Landlord's prior written consent. Tenant. at its sole cost and expense, shaU operate its
                                                                                                                      I
business in the Premises in strict compliance with all Environmental Requirements and shall n:mediatc in
a � satisfactory to Landlotd any Ha2ardous Mareria1s released on or from the Premises by Tenant.
                                                                                                                      I
 its agents. employees. contractors, subtenants or invitees. Tenant shall complete and ce:rticy to disclosure
s1:lttei:l:lent as requested by Landlord from time to time rel:ating to Tenant's mmsportation, storage, use.
genera:tion. manufacture or release of HazardoDs Mattrials on the Premises. The term "Environmental
Requireme:ms" means all applicable present and future statutes, regulations. ordinances, rules, codes.
judgments, orders or other similar enactmentB of any govemmcnlal authority or agency regtJlating or
relating tn health, safety, or environmental conditions on, unde:r, or about 1he Premises or the
environment, including without limitation, the fOllowing: the Comprehensive Environmental Response,
Compensation and liability Act; � Resource Conservation and Recovery Act; and all state and 'local
counterparts tbacto, and any regulations or policies promulgated or issued thereunder. The tl:ml
"Hazan:lous Materials" means and includes my substance, material, waste. pollutant, or containment
listed or defined as hazardous or toxic, undel' any Environmental Requirements, asbestos and petrol.eum.,
includmg crude oil or any fraction thetcc:f. natural gas liquids. liquefied natural gas, or synthetic gas


                                                      17




                                                                                                   H U G H ES 00028
                                                       Sworn Record 0487




     . .



..




            usable for :fuel (or mixtures of natural gas and        such   synthetic gas).   As   defmed in Environmental
            Requirements, Tenant is and shall be deemed to be the "operator of Tenant's facility and the owner" of all
            Ha2ardoos Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees,
            and the wastes, by-products, or residues generated, resulting. or produced therefrom,

                   Tenant $ball indemni!Y, defend, md hold Landlord battnlcss from and against any and all losses                 -   j
           (including, without limitation, diminution in value of 1he Premises and loss of rr:ntlll income from the
           Premises). claims. demands, actions. suits, dnmages (including, without limitation, punitive damages).
           expenses (incllldi:ng. withoot limitation, remediation. removal, repair, corrective acticn, or cleanup
           expenses), and costs {including, without limitation, actual attorneys' fees, consultant fees or expert fees
           and including. without limitation, removal or management of any asbestos brought into the property or
           disturbed in breac-h of the requirements of this Paragraph 30, regardless of whether such removal or
           management is required by law) which are brought or recoverable against, or suffered or incUI:rcd 'by
           Landlord as a res.ult ofany release ofHazardous Materials for which Tenant is obligated to n:mediatc as
           provided above or any other breach of the requirements under this Paragraph 30 · by Tenant, its agents,
           employees. contractor&,. subtenants, assignees ar invitees. rega:rdkss ofwhether Tenant b¥1 knowledge of
           mch noncompliance. The obligations ofTenant 1.IJlder this .Paragraph 30 shall survive any termination of
                                                                                                                                       l
                                                                                                                                       �
           this Lease.
                                                                                                                                       I
                  Landlord shall have access to, and a right to perform inspections end tests of, the Premises to
           determine Tenant's compliance with En\'ironmental Requirements. its obligations under this Paragraph
           30,   or   the environmental condition of the Premises. AJ;cc:ss shall be granted to Landlord upon Landtord's
           prior notice to Tenant      and at such times so as to minimize, so far as may be :mlSOtlable under the
           circumstances, any disturbance to  Tenanfs operations. Such inspections and tests shall be conducted at
           Landlord's expense. lll'lless such inspedious or tests reveal that Tenant bas not complied with any
           Enviromne:nta1 Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of
           such inspection and tests. Landlord's receipt of _or satisfaction with any environmental assestsmen in no
           way waives u.ny rights that landlord holds against Tenant.

                    31.     Independent Covenants. The obligation of Tenant to pay all Rent and other sums
           provided under this Lease to be paid by Tenant and the obligation of Tenant to perform Tenant's other
           covenants and duties under this Lease constitute indepmdent, unoondltional obligatimJS to be perlbnned
           at all times provided fur under tlris Lease. Tenant waives any right to assert. as either a claim or defense,
           that LandiOtd is obligated to pcdbrm or i3 liable fur the nonpe�formance of my implied covenant or
           implied duty of Landlord not c:xp.ressly set forth in this Lease. Tenant agrees to pCifurm. an of its
           obligations hereunder (including, without limi1ation. the obligation to pay rent}, irrespective of any
           breach or alleged breach by Landlord of any such implied wammty. Tenant agrees that Landlord shall
           incur no liability to Tenant by reason of any defect in tho Leased Premises, whether apparent or latent.
           Tenant waives and relinquishes all rights which Tenant might haw 1x> claim any nature of lien                              l
           (prejudgim:nt or otherwise} against any rent or other SUJnS payable by Tenant under this Lease.
                                                                                                                                       I
                      32.   NoSecuritySeryice. Tenant acknowledges and agrees that Landlord is not providing any
           security services with respect to the Premises and tllat Landlord shall not be liable to Trmant for, and
           Tenant waives any claim against Landlord with respect to, any loss by theft cr any other damage suffered                i
                                                                                                                                  ,I
           or incuned by Tenant in connection with any unauthorized entry into the Prc:mises or any otber breach of
                                                                                                           ·
           security with respect tc tbe Premises.

                    33.    ForceMiieure· Neither Landlord nor Tenant shall be held responsible for delays in the
                                                                                                                                      1
           performance of their respective obligations hereunder (other than the payment of Rent) when ca.used by
           strikes. lockouts, labor �. acts of God. inability to obtain labor or materials or reasonable                              I
                                                                  18
                                                                                                                                  - l.
                                                                                                                                      j
                                                                                                                                      I
                                                                                                                                      !'
                                                                                                               H U G H ES 00029
                                              Sworn Record 0488




..




      substitutes. governmental n'l'Strictions. governmental regulations, governmentd controls, delay in
      issuance ofpermits, enemy or hostile goverm:nental action, civil commotion, fire or other casualty, and
      other causes beyond the reasonable control of Landlord ("Force Majeure").

              34.     llm,km.. Tenant represents end Wl!Il'Bllts that it has dealt with no broker, agent or other
     person in connection with this tnmsaction, and that no broker.     agent or other person brought about this
      transaction, ifany, and Tenant agn::es to indemnify, defend and hold Landlord hamlless from and against
      any claims by any other broker, agent or other person claiming commission of other fonn of
      oompensation by virtue ofhavjng dealt with regard to this leasing trans.e.ction.

             35.    Land1om's Lien/Security Itlterest: Subordination: Tenant Financing. To secure the
     payment of all Rent due and to become due hereunder and the faithful performance of all the other
     covenants ofthis Lease required by Tenant to be petfor:med, Tenant hereby gives to Landlord an express
     contract lien on and security intl!rest in aU property, chatlcls. trade and other fixtures, equiprrumt,
     inventory. contract rights, accounts receivable or merchandise which may be placed in the Premises and                    I
     also upon all proceeds thereof, and the proceeds of any insurance whichmay accrue to Tenant by reason
     of damage to or destruction ofany such. property, as security fur all of Tenant'i obligations hereunder,
     including. without limitation. the obligation to pay Rc:nt. AU exemption laws are hereby waived by                        r
     Tenant. This lien and security interest are giw:n in addition to any Laudlord's statutory lien(s) and shall
     be cumulative thereto. Tenant authorizes Landlord to execute and file Unifunn Commercial Code
                                                                                                                               !
                                                                                                                               i
     financing statements relating to the aforesaid security interest If an Event of Default occurs, then
     Landlord will be entitleil to exercise any or all rights and remedies under the Uniform Commeroial Code,
     this Lease or by law and may sell any of the property described above at a public or private sale upon 10
     days notice to Tenant, which notice Tenant stipulates is. adequate and reasonable. Notwithstanding the
     foregoing. Landlord subordinates the forgoing contract lien. security interest and statutmy Landlord's
     lien to the liens and security interests granted by Tenant in favor of Bank of America, ARC Financial
     Services Cotpcxation or Tenant's other third party lenders.

             Tenant shall have the right during the Term !I) subject Tenant•s leasehold interest in the Premises
     and its interest in any improvements made at Tenant's � (except tn the e'lctent. such improve:menu
     become the property of Landlord under the terms of this Lease) to one or more mortgages, deeds oftrust,
     assignments of least; security agreement or other methods of financing or refinancing (a "Tenant
     Mortgage," any bolder of whicl1 is referted to as a "'Tenant Mortgagee"}, or to any one or more
     e.Uensions, modifioetions or renewals or replacements of a Tenant Mortgage. Tenant shall. immediately
     notifY Landlord in writing of the name mld address of any Tenant Mortgagee. In connection with such
     financing or refinancing by Tenant. Landlord agrees to execute and deliver to Tenant Mortgagee a
                                                                                                                           II

                                                                                                                           II
     L1mdlord's Lien Waiver. Estoppel and Agreement .subsnmtially in the fonn attached hereto as Exhibit
     .:f:, All such Tenant financing shall be subordinate to this Lease and any financing placed on the
     Premises by Landlord as contemplated by Section 27 of this Lease.

              36.     Renewal Ootion. Provided that w Event of Defimlt then exists and no condition exists
     which with the passage of time or tho giving of notice or both would constitute an Event of Default
     pursua:nt to fuis Lease, and subject to Tenant being in full compliance with the terms of this Lease,
     Tenant .shall 'have the right and option (the '1tenewaJ Option) to renew and extend this Lease - with                 I
                                                                                                                           I
     respect to all ofthe Premises for two (2) renewal terms of five (5) years each. fn order to exercise each
     Renewal Option, Tenant must give I...andlord written notice of the exercise of tbe Renewal Option no
     earlier than twelve (12) months, and no latl!r than nine (9) months prior to the expiration of the initial            I

     Tenn m- the first Renewal Term, as applicable. Failure by Temmt to notifY Landlord in writing of
     Tenant's election to exerciSe a Renewal Option herein granted within the time limits set forth for such
                                                                                                                           r
                                                                                                                           I
                                                                                                                           i

                                                         19                                                                I
                                                                                                                           J
                                                                                                                       •   l

                                                                                                                           l
                                                                                                                           I

                                                                                                   H U G H E S 00030
                                           Sworn Record 0489




 exercise sha11 constitute a waiver of sw:h Renewal Option.      Each Renewal Term shall be u:pon the same
 provisions as for the initial Tenn except as follows:

                           (a)   During the fm;t Renewal Tenn, the .Base Rate shall be u follows: (i) the
 Base Rate {$24,.331.69 per month). plus  (ii) the CPI Adjustment on the Base Ram dmnnined oo. March
 1, 2008, plus (iii) the CPI Adjustment on the Base Rate (as previsiously adjusted) determined on March
 1. 2013.

                        (b)      During the second Renewal Term, the Base Rate shall be as follows: (l)
 the Base Rate during 1he first Renewal Term (as determined in (a) above), plus (ii) the CPI Adjustment
 on the Base Rate determined on March 1 , 2018.
                                                                                                                                !
                                                                                                                                I

                                                                                                                                !



                                                                                                                                II
                          (c)    During eacll Renewal Tam, Tenant shall pay a11 Base Rent,                   a11
 .AMitional Rent, and all other amounts due under this Lease.


                          (d)      Tenant shall have no further right to renew this Lease.


                        (e)       Upon exercise of each Renewal Option by Tenant and subject to the
conditions set forth herein. the Lease shall be extended for the period of each such Renew'8.l Term
without the necessity of the execution of any furtheJ: instrument or docUillent, although if requested by
either party. Landlord and Tenant shall enter into a written agreement modifying and supplementing the
                                                                                                                         � I
Lease in accordance with the provisions hereof. Any tcmrina:tion of the Lease during tbe initial Tetm or                   I
the firSt Renewal Term shall tenninatc all subsequent reoewal rights hereunder. The rent!Wl1l rights of
Tenant hereunder shall not be severable from the Lease, nor may sucb rights be aBISigned or otherwise
conveyed in C<IDD.ection with any permitted � of the Lease, unless such assignment is to
Tenant's subsidiary, affiliate, or successor in acco:rdance with the provisions of Section 19. Landlord's
                                                                                                                               I
consent to any assignment of the Lease shall not be construed as allowing an assignment of such rights to
any assignee.

         37.     Qrganizatinn md Powg.

         (a)       Tenant represents and warrants to Landlord that T(.tWlt is a Texas limited part:ne:rahip,
 duly organized and validly existing under the laws of the State of Delaware and in good standing. and is
 al.ltb.orWxl to do business in the State of Texas ani! in good standing in the State ofTexas, (b) has paid all
 franchise and other taxes, if any, required to maintain its cmparate e.xisteru:e, and (c) is not the aubject of
 voluntary or involuntary proceedings for the forfeiture of its Certificate of Incorporation in the State of
 Delaware, or ita Certificate of Authority in the State of Texas, oa- for its dissolution. Tenant represents
                                                                                                                            I
                                                                                                                           I
 and warrants to Landlord that Tenant's Geneml Partner, Premier Am.bula:tmy Surgery Cenlt:r of
Dtm.canville, Inc. (''Premier") is a Delaware corporation. duly organized and validly existing Under the
 laws of the State of Delaware and in good standing, and is authorized to do business in the Stare ofTexas
an4 in good standing in the State of Texas, (b) has paid all franchise and other Wtes, if any, required to
ma.intain its corporate exis1enee, and (c) is not the subject ofvolo.ntary ar involuntary proceedings for the
forfeiture of its Certificate oflncoxporation in the State ofDelaware, el'itJJ�ei'A!Idie�·iB���
Ste:teof� or for ita dissolution. Tenant represents and warrants to Landlord that Symbion. Inc., the
                                                                                                                           l!
Guarantor, is a DelaWliR\ coxporation, duly' organized and validly existing under the laws of the State of                 I




                                                                                                                           Il
Delaware and in good standing, il&d i6 !Mhsfialed w gg wsiaesa iA tbe� SUI!R ofl'exa$ and io good              •


$1lmdinginthe-State ef1=eJeas, (b) has paid all fumchise and otb.e:r taxes, jf any, required to maintain. its
corpo:rate existence, s.nd (c) is not the subject of voluntllry or i.nwluntaiy proceedings for the forfeiture of
its Certificate of Incotporation in the State of Delaware, or its Certificate of Authority in the State of
Texas. or for its dissolution. Tenant represents and warrant! to Landlord that this Lease is a valid and


                                                      20
                                                                                                                           1
                                                                                                                           I
                                                                                                                           i



                                                                                                  H U G H ES 0 0 0 3 1
                                                       Sworn Record 0490




     .   .




..




              legally binding obligation of Tenant. enforceable in accordmK:e with its terms. Simultaneously with the
              execution and delivery of this Lease, Tenant shall deliva a fully executed Certificate of tbe Secretaxy of
              Premier, as the General l'ar1nel- ofTe.nant, with attached resolutions of its COl'))Oiate board. indicating tbe
              authority of the persan executing this lease on behalf ofPremier, in its capacity as the General. Parmer of
              Tenant, substantially in the furm attached hereto as Exhibit 11C". Simultaneously with the execution and
              delivery of this Lease, Tenant shalt deliver a fully executed Lease Guaranty Agreement in !he form
              atmdled hereto as Exhibit "D". signed by a duly authorized officer of Symbion. Inc the Guarantor,
                                                                                                          .•


              together with a Cc:rtificate of the Secn:taiy of Symbion. Inc with attached resolutions oi its cozporate
                                                                              .•


              board, indicating the authority of the person ex.ecuting the Lease Guaranty Agreement on behalf of
              Guarantor, substantially in the form attached hereto as Exhibit ''E".

                      (b)    Landlord :represents and warrants to Tenant that this Lease is a valid and 1egal]y binding
              obligation ofLandlord, enforceabl e in accordance with its terms.

                        3&.   Misce11aneous.




                                                                                                                                         I
                             (a)     If and when induded within the term "Tenant," as used in this iostrumcnt, there
              is more than one person. firm or corpotation, each shall be jointly and SCVCBlly liable for the obligations
              of Tenant.
                                                                                                                                         I

                              (b)       Any notice, demand. or other communication requ.ired to be given or to be
              served upon any party hereunder shall be in writing and delivered to the person to whom the notice is
             directed. either: (i) In person; (u) by United States Mail, s.s a certified item wilh return receipt�
             (iii) deli'YCRd by a nationally rccogni2:ed delivecy service (including express mail or overnight delivery
             senriees), or (w) sent by telex. teleoopy or e-mail Notices, dcnands or othtr communic:ations de1M:red
             by fax or e-mail &hall be deemed givm on !be date sent as lotig as sent prior to 5:00 p.m. Austin. Texas
             time and the sender has a fax or e-mail confinnatiml of receipt by tlw recipient at the fax mnnbe:r or e­




                                                                                                                                        II
             mail address set forth haein. Arry notice, demand or other <:OJDmtl!!ication sent by ovemig'ht deliv=y
             shall be deemed to have been given and received on the next businesa day. Any notice, demand, or other
             communication given other than by certified or registered mail, return receipt requested, shall be deemed
             to have been given and received when actually delivered during normal business hours 1o the address of
             the party to whom it is ll.ddresed s  as set forth at the beginning of this Lease. Either party hereto may

             change its address for notice by giving the other party ten days' advance written notice of81X:h change of
             addres.s


                           (c)    Except as otherwise expressly provided in this Lesue or DS otherwise rcquin:d by                      i

                                                                                                                                    I
             1aw, Landlord �ins the absolute right to withhold any consan: or approval.

                            (d)     Neither this Lease nor a memorandum oflease shall be filed by or oti behalf of
             Tenant in any public reccrd.. Landlord may � and file, and, upon request by Landlord, Tenant will
                                                                                                                                    !
             execute, a memorandum of lease.
                                                                                                                                  ' l
                              (e)    The nonnal. rule of conli1ructio.n 1o the effect that any ambiguities are to be
             resolved against the party drBfting thi.ll instrument shall not be employed in the inte:Ipretation of this
             Lease or any exhibits or mnendments hereto.
                                                                                                                                    l
                               (f)     The sulmrission by Landlord to Tenant of this Lease shall have no binding furce
             or effect, shall not constitute an option for the leasing ofthe Premises, nor confer any right or iznposc any
                                                                                                                                    I
                                                                                                                                    i
             obligations upon either party unt:J1 execution of this Lease by both parties.
                                                                                                                                   i
                                                                  21




                                                                                                               H U G H ES 00032
                                               Sworn Record 0491




..




                       (g)    This Lease constitutes the complete agreement of Landlord 8lld Tenant with
      respect to the subject matter- hereof. No representationg, inducements, promises or agreements, oral or
      written, have been made by Landlord or Tenant, or anyone acting on behalfofLandlord or Tenant. which
      are not contafued herein, and any prior agn:ements, promises, negutiations. or representations are
      superseded by this Lease. This Leasi: may not be amended except by an instrument in writing signed by
      both parties hereto.


                       (h)     If any clause or provision of this Lease is illegat invalid ar unenforceable under
      present or future laws, then and in lbat event. it is the intention of the parties hereto that the temainder of
      this Lease shall not be affected thereby. It is also the intmtion of the parties to this Lease that in lieu of
      each clause or provision of this Lease that is illegal. invalid or unenforceable, there be added, as a pt.rt of
      this Leax. a olause or provision .as similar in terms to suclL illegal, invalid or unmforccahlc clause or
      provision as may be possible and be legal, valid and enforceable.


                       (i)     If Landlocd shall institute proceedings against Tenant and a compromise or
      settlement thereof shall be made., thesame shall not constitute a waiver ofany other covenant. condition
     or agreement bercin contained, nor of any of Landlord's rights hereunder. No waiver by Landlord of any

     breach shall operate as a waiver of such covenant, condition or agreenumt i� or of any subsequent
     bn:adl tben:of: No payment of Rent by Tenant or acceptance of Rent by Landlord shall operate as a
     waiver of any breach or default by Tenant under this Lease. No payment by Tenant or receipt by
     Landlord of a lesser amount than the ll!Onthly installment ofRent herein stipulated shall be deemed to be
     other than a paj'mcnt on accotmt of the earliest unpaid Rent. nor $hall any endorsement or statement on
     any check or communication accompanying a check for the payment of Rent be det-:med an II.CGOI'd and
     satisfaCtion, and Landlord nmy accept such ch£ck or payment without prejudic� to Landlord's right to
     .recover the balance ofsuch Rent or to pursue my otbet" remedy provided in this Lease. No act, omission,
     reletting or I'CH'Jltry by Landlord, and no acceptance by Landlord of keys from Tenant, ahall be
     considered an acceptance of a surrender of tbe Lease. shall be construed as an actual or -cons1ructiw:
     ev:iotion of!enant, or an election on the part of Landlord to terminate this Lease unless a writU:n notice
                                                                                                                                I
                                                                                                                                I




     of such intention is given to Tenant by Landlord.

                      (j)     Words of any gender used in tbis Lease shall be held and construed to include
                                                                                                                                I.
     my other gender, and words in the singular number aha1l be held to include the plural, unless the context                  !
     otherwise .requires. The caption& inserted in this Lease .are for convenience only and in no way define,
     limit or otherwise describe the grope or intent offhis Lease, or any provision bc:reof, or in any way affect
                                                                                                                         ..     l
     the interpretation ofthis Lease.                                                                                           I



                                                                                                                                I
                      (k)     Nothing   contained in this Lease shall be deemed or construed to cn:ate a
     partnership   or joint venwrc
                                of or between Landlord and Tenant, or to create any other              relationship
     between Landlord and Tenant other than that of landlord and tenant.

                     (1)    'l'his Lease sball be construed under and enforced 'in accordance with !he laws of
     the State of Texas, and 1111 obligations of the parties hereto created by this Lease are pcrfonnable in
     Dallas County. Texas.

                       (m)      If either Landlord or Tenant �s, engages in, or threatens to commenee
     or engage in MY legal action or proceeding against the other party {including, without limitation,
     litigation or arbitration) arising out of or in connection with the Lease or the Premises (including, without
     limitation (a) the enforcement or int:erpretation of either party's rights or obligations under this Lease
     (whether in contract, tort. or both) or (b) the declaration ofany rights or obligations Wlder thia Lease), the
     prevailing party Wil be entitled to recover from the losing party reasonable attorneys' fees, mgether


                                                           22                                                             ·.




                                                                                                                          ...
                                                                                                                         __




                                                                                                      H U G H ES 00033
                                               Sworn Record 0492




..
                                                                                                                                I!
                                                                                                                           .I
     with aey costs and expenses,   incurred   in any such action or proceeding,   including any   attorneys' fees,
     costs, and expenses incurred on collection and on appeal.


                     (n)     Tsme is   of the essence as to tbe   perfonnance of Tenant's obligations under this                I
                                                                                                                                I

                     (o)     All exhibits and addenda attached hereto are hereby incorporated into this Lease
     and made a part he.reof. In tire event of any conflict between such cxln"bils or   adden<1a and the terms of
                                                                                                                                I
                                                                                                                                I
     this Lease, such exhibits or addenda shall control.                                                                        l


                      (remainder of page Intentionally left blank; signatnre page foUows)
                                                                                                                                I
                                                                                                                                i

                                                                                                                                l_
                                                                                                                                I
                                                                                                                                I
                                                                                                                                1




                                                                                                                                I


                                                                                                                            I
                                                                                                                            l
                                                                                                                            !


                                                                                                                            I
                                                                                                                            I
                                                                                                                            t




                                                                                                                            l
                                                         23
                                                                                                                       ,,
                                                                                                                       .
                                                                                                                            I
                                                                                                                            I
                                                                                                                            !
                                                                                                    H U GH E S 00034
                                                 Sworn Record 0493




     . .
                                                                                                                       1
..                                                                                                                     l
                                                                                                                       !

                   1N WITNESS     WHEREOF, Landlord and Tenant have e:x.ecuted this lease 118 ofthe day and year       I
                                                                                                                       I
           first above written.


           LANDLORD:
                                                                                                                       II
                                                                                                                       !




           TENANT:
                                                                                                                       I
                                                                                                                       �
                                                                                                                       l
                                                                                                                       I
           Surgery Center ofDuncanville, L.P.,
           a Texas limited partnership
                                                                                                                       I
           By:    Premier Ambulatory Surgezy Center ofDuncanvi!Ie, Inc.,
                  a Delaware corporation, Its General Part.ne1:
                                                                                                                       l
                                                                                                                       I
                                                                                                                       f

                                                                                                                       I
                                                                                                                       I
                                                                                                                       I
                                                                                                                       I
                                                                                                                       Ir
                                                                                                                       I
                                                                                                                       I


                                                           24




                                                                                                   H U G H E S 00035
Respectfully submitted,

NORTON ROSE FULBRIGHT US LLP

By:         /s/ Katherine D. Mackillop
      Jeff Cody
      State Bar No. 04468960
      jeff.cody@nortonrosefulbright.com
      Nathan B. Baum
      State Bar No. 24082665
      nathan.baum@nortonrosefulbright.com
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
Telephone: (214) 855-8000
Facsimile: (214) 855-8200

      Katherine D. Mackillop
      State Bar No. 10288450
      katherine.mackillop@nortonrosefulbright.com
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Telephone: (713) 651-5151
Facsimile: (713) 651-5246

Counsel for Relators-Defendants




  3
                        CERTIFICATE OF SERVICE
      The undersigned counsel hereby certifies that a copy of Volume 2 of the
Sworn Record for Petition for Writ of Mandamus was served in compliance with
Texas Rule of Appellate Procedure 9.5 on February 9, 2015, upon the following:

       Honorable Carl Ginsberg,
       Judge, 193rd District Court
       George L Allen Sr. Courts Building
       600 Commerce Street
       Dallas, TX 75202
       Respondent
       Via FedEx

       Mr. Mark L. Hawkins
       Mr. Bruce Scrafford
       Mr. Andrew York
       ARMBRUST & BROWN, PLLC
       100 Congress A venue, Suite 1300
       Austin, TX 78701
       Attorneys for Real-Party-In-Interest PATRICIA HUGHES
       Via e-Service/e-Mail
       mhawkins@abaustin.com
       bscrafford@abaustin.com
       ayork@abaustin.com

                                           /s/ Katherine D. Mackillop
                                     Katherine D. Mackillop

58343642




                                       4
