|
EXHIBIT 1D
<br />of this Lease) to reflect one hundred percent (100%) occupancy of die Rentable Area of the Project during swell period, 1f during all or any port of
<br />any Expense Year, Including the Base Year, Landlord does not provldo any portion]or )lent] or benefit, work or service (the cost of which Is a VoriobIa
<br />Expense) to portions of the Project due to the fact that such item of beneril, work or service is not local red or desired by the ton ant orsucb space, or
<br />such tenant is Itself obtalnbng and providing such Item of ba ieBI, work or service, or for any other reason, then for purposes of computing Variable
<br />Expenses for such Expense Year, Operating Expenses, as applicnble, added be increased by an aaaunt equal to the additional Variable Expenses
<br />which would have been paid or bicolored by Landlord during such period If it had Nrnishcd such Rohl of benefit, work or service to such portions or
<br />(he Project,
<br />2.2 Subject to the provisions of this Section 2 of this Exhibit "T all calculations, daterm[nations, afloc aloils and dCctalons to be
<br />made hereunder with respect to Operating Expenses and Property Taxes shall be made in occordance with the good faith determination of Landlord
<br />applying sound accounting and properly management principles consistently applied which are consistent with Institutional Owner Practices.
<br />Landlord shot] have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of foulards In the Building
<br />(for example, retail tenons) to reflect Landlord's good faith detenvinntion that mensumbly different amounts m• types ot'services, work or benefits
<br />associated with Operating Expenses, as applicable, are being provided to or oonrarred upon such classes or groups, All discounts, reimbursements,
<br />rebates, refunds, or credits (collectively, "Reimbursements") attr(butablo to Operating Expanses or Properly Taxes received by Landlord in a
<br />particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if
<br />such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements gallantly (or under particular circumstances) on a
<br />different basis. Landlord shall have the right to exclude from Base Year Operating Expanses the cost of items of service, work or benefits (1) not
<br />provided following Ilse Base Year, (t]) incurred due to circumstances not applicable following the Base Year or due to market -wide labor rare
<br />increases In Operating Expenses due to extraordinary Circumstances, Including, without limitation, boycotts, embargoes cud strikes, and utility rate
<br />increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements,
<br />2.3 If any Property Tax Reduction (defined below) applies with respect to any Expanse Year (otter than the Base Year), then for
<br />purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by on amount
<br />equal to the corrrespond ag Base Year Tax Reduction, A "Property Tax Reduction' means, with respect to any Expense Year (other than the Base
<br />Year) the amount (if any) by which Property Taxes are reduced As a result of any reassessment or under or es a result of application or operation of
<br />Proposition S or any other similar governmental actor Law. A "Base Year Tax Red nctto n" means, with respect any Expense Year to which "Tax
<br />Reduction applies, and with respect to any particular Property Tax Reduction, an Amount equal to die Property Tax Reduction, minus, in the ease of
<br />any Expense Year after ilia first year to which the applimble Tax Reduction applies, the cumulative amount by which Property Taxes have Increased
<br />(following the first Expense Year to which the appllosble Property Tax Reduction applied) as a result of application of use annual percentage increase
<br />(presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted),
<br />2.4 As of die dale of (Ilia Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and '
<br />Property Taxes for the Project. If the Prc lac( at any time contains more then one building (or one or more tax parcels), Landlord shall have the right. from time to time, to equitably Allocate sonic or all orthe Operating Expenses and/or Property Taxes for die buildings comprising the Project among
<br />ilia Building and some or All of the other buildings of the Project. In such event, landlord shall reasonably determine a method of allocating such
<br />Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building is located) All such other
<br />bailding(s) (arsuch otter tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax pareel(s)) and Tenant shall
<br />be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax
<br />parcel on Which it is located). Landlord shall also have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating
<br />Expenses and Pmpetty Taxes based solely on die Operating Expense and Property Taxes for the Building (and the tax pace) on which It is located).
<br />3, Payment Procedure: Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate or any
<br />amounts payable under &Cfion 4,2 of the Lease ("Section 4.2 Ad ifIt[on A] Rent") for that Expense Year, On or before fine first day OF each cal end or
<br />month during such Expense Year, Tenant shall Puy to Londlorll one•Iweffth (1/I2lh) of such eslhnaad amounts; provided, however, that, not inure
<br />often Ihw quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this
<br />Sticti&iq 3 of this Exhibit 'I, by Tenant for such Expense Ycar shall he based upon such revised estimate. Landlord shall endeavor to deliver to
<br />Tenant within one hundred linty (150) days site" ilia close oreach Expense Year or as soon thereafter as is practicable, a statement of that year's
<br />Property Taxes, Operating Expenses, and [lie amount of Section 42 Additional Rent For such Expense Year, as determined by Landlord (the
<br />"Landlord's Statement"), And such Landlord's Statement shall be binding upon Landlord and Tenant, except m provided in Section 4 or this
<br />.Wifliht "E If two Landlord's Statement Indicates dint (or if It is finally determined pursuant to Section' ofthis Exhibl( "E," that) the Amount of
<br />Section 4.2 Additional Rent payable with respect to any Expense Year: (a) is more than the estimated payments of Section 4.2 Additional Ran( mode
<br />by Tenant with respect to such Expense Yenr, Tennnt shall pay the deficiency to Landlord upon receipt or Landlord's Statement Crib) is less ton the
<br />estimated payments of Section 4.2 Additional Real made by Tenant will) respect to such Expanse Year, swell excess payments shall be credited
<br />against Rant next payable by Tenant undor this Lease (or, ]rule Taint of This Leuuc has expired, shall be paid to Tennnn), Amounts payable by Teton
<br />,is Section 4,2 Additional Rom with respect to env Expense Yenr that includes less [hull an entire calendar year shelf be Premed eh the basis shut the
<br />number ordays in such Expense Year hears to 365. The expiration or Burly termination of this Lease shall not affect the obligations of Landlord and
<br />Tennnt pur•surin to this Section 3 afthis ExhiBll"E'• to be performed aficrsuch expiration or early lanninatlun,
<br />4. Revlehy orLnndlord's Suyemcnn Provided that Tenant is not then In default with respect to Its obligations under this Lame and provided
<br />further that 'Tenant strictly conipliee with the provisions of this Section 4 or this Exhibit "I", Tenant shall hove tole right, at Tenant's sole cost and
<br />expense, to reasonably review tum(la'd's supporting books And records (at Landlord's manager's corporate olfices) for any portion of tho Property
<br />Tuxes or Operating Expenses far n particular Expense Your cavorted by Landlord's Statement, in accordance with die procedures set Forth in this
<br />c fl m 4 orihls bit"E". Tennnt shall. within sixty (60) days utter any such Landlord's Stara ncot is delivered to Tenant, deliver a written linden
<br />(a "Dispute PIANO") to Landlord specirying the items described in the Landloa'tl's Statement that are claimed to be incorrect, and Tenant shall
<br />simultaneously pay to Landlord all ooaunte specified in too applicable Lnuthord's Statement (to due extent lint prcvlously pold). Ilia right urTenant
<br />under this Section of this Exhibit +" may only be exercised once foreach Expensc Year covered by any Landlord's Statement, and FfTenunt fails
<br />to dcllver a Dispute Notice within the sixty (Gil) day period described Above nr fails in meet any of the other above conditions oh' exercise of such
<br />right. the right ofrehaot to audit n particular landlord's 5lmmnent land all of Tenant's rights to make Any claim relating thereto) under this, cation 4
<br />001 FF'e'FVIC Cearer Dry-Qy offfirrilo A m Leerse -3. Exhibit rr
<br />80A-366
<br />
|