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COMMERCIAL LEASE 15 LAKE BELLEVUE OFFICE BUILDING

Office Lease Agreement

COMMERCIAL LEASE 

 

15 LAKE BELLEVUE OFFICE BUILDING 

 

 | Document Parties: HouseValues, Inc. | 15 LAKE BELLEVUE LLC You are currently viewing:
This Office Lease Agreement involves

HouseValues, Inc. | 15 LAKE BELLEVUE LLC

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Title: COMMERCIAL LEASE 15 LAKE BELLEVUE OFFICE BUILDING
Governing Law: Washington     Date: 3/18/2005

COMMERCIAL LEASE 

 

15 LAKE BELLEVUE OFFICE BUILDING 

 

, Parties: housevalues  inc. , 15 lake bellevue llc
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Exhibit 10.11

 

COMMERCIAL LEASE

 

15 LAKE BELLEVUE OFFICE BUILDING

 

THIS LEASE, dated as of the 20TH day of March, 2002, is between 15 LAKE BELLEVUE LLC, a Washington limited liability company ( “Lessor” ) and HouseValues.com, Inc., a Washington corporation ( “Lessee” ).

 

1. Premises. Lessor hereby leases to Lessee, upon the terms and conditions herein set forth, a portion of the real property situated in the City of Bellevue, King County, Washington, legally described on Exhibit A attached hereto (herein called the “Building” ). The portion of the Building leased to Lessee shall be as located and outlined on the sketches attached hereto as Exhibits B-l through B-5, consisting of 4, 604 rentable square feet on the first floor (“New First Floor Space”), 17,731 rentable square feet on the second floor (which second floor space consists of 12,193 rentable square feet currently occupied by Lessee (“Current Second Floor Space”) and 5,538 rentable square feet of additional space to be occupied by Lessee once it is completed by Lessor (“New Second Floor Space”)), and a one year “Space Pocket” on the first floor of 7,505 rentable square feet, for a total of 29,840 rentable square feet (herein called the “Premises” ). The term “Building” includes land, building, and improvements. All calculations of area shall be made by Lessor’s architect. Provisions of this Lease referring to “Rentable Square Footage” or “RSF” shall refer to the rentable square footage of the Premises. Rentable square feet for purposes of this Lease shall be calculated using a single-tenant load factor of 10% for the second floor (as long as Lessee leases the entire second floor of the Building), a multi-tenant load factor of 22.1% for the second floor (if Lessee at any time leases less than the entire second floor of the Building), and a multi-tenant load factor of 22.1% for the first floor of the Building, and a single-tenant load factor of approximately 13.5% for the first floor (if Lessee at any time leases the entire first floor of the Building) and the rentable square feet on the entire first floor shall be 17,469.

 

2. Common Areas. Lessee shall have nonexclusive use of all areas of the Building designated by Lessor as common areas for the use generally of tenants of the Building.

 

3. Use of Premises. The Premises shall be used for general office use including conference and computer facilities, employee cafeteria and dining area (including related kitchen facilities), and any other legally permitted use consistent with the character of a similar type building and for no other purpose without the prior consent of Lessor. Lessee has determined to its satisfaction that the Premises can be used for these purposes. Lessee shall not allow undue noise or vibration. Lessee shall not allow use of the Premises in a manner which would increase insurance premiums, in a manner which would interfere with any other tenant in the Building, or for any illegal purpose. Lessee shall comply with all governmental rules, orders, regulations, or requirements relating to its use and occupancy of the Premises. Lessee shall not cause or allow the presence, use, storage or disposal of any hazardous or toxic waste or materials on the Premises or the Building at any time. This prohibition shall not apply to any hazardous materials contained in products typically used in office and cleaning products, and Lessee shall use and dispose of all such products in accordance with their labeling instructions and applicable laws. Hazardous and/or toxic waste or materials shall include any substance, waste, or material which is designated as a Hazardous Substance under the Comprehensive Environmental Response, Compensation and Liability Act (42 USC Section 9601 et seq.), the Model Toxics Control Act (revised Code of Washington Section 70.105D), or under any other applicable law. Lessee agrees to indemnify and hold Lessor harmless from and against any liabilities, obligations, damages, costs, and expenses (including attorneys’ fees incurred prior to trial, at trial and upon appeal) incurred as a result of any hazardous or toxic waste or material having been released, used, stored, or disposed of by Lessee, its employees, agents, invitees or licensees on the Premises or the Building. Lessor agrees to

 

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indemnify and hold Lessee harmless from and against any liabilities, obligations, damages, costs, and expenses (including attorneys’ fees incurred prior to trial, at trial and upon appeal) incurred as a result of any hazardous or toxic waste or material having been present, used, stored or disposed of on the Premises or the Building, unless such hazardous or toxic waste or material was released, used, stored or disposed of by Lessee, its employees, agents, invitees or licensees on the Premises or the Building. This indemnity shall survive termination of this Lease.

 

4. Term; Extension. This Lease shall be for a term of sixty (60) months, commencing April 1, 2002 “Commencement Date” . Provided that Lessee is not then in default of any provisions of this Lease beyond applicable notice and cure periods, Lessee shall have the right to extend this Lease for one (1) additional five-year period “Extended Term” . Lessee shall give to Lessor written notice of Lessee’s election to so extend this Lease, and such written notice shall be delivered to Lessor on or before July 1, 2006. Once notice is delivered to Lessor, it shall be irrevocable and this Lease shall be deemed extended until March 31, 2012. All terms and conditions of this Lease shall apply to the Extended Term, except that the Basic Rental during the Extended Term shall be at ninety-five percent (95%) of Market Rate. As used in this Lease, “Market Rate” means the rental, then being obtained by non-renewing arm’s length tenants that are comparable to Lessee in terms of quality, size and financial capability, paid on a per rentable square foot basis under a comparable lease for comparable space in a building of comparable quality with comparable access, visibility, and convenience of location, and located in the Bellevue area. Lessor and Lessee shall have one (1) month after Lessor receives the extension notice from Lessee in which to agree on the Market Rate for the Basic Rental. If the parties are unable to agree on Market Rate within that period, then Market Rate shall be determined by binding arbitration conducted in accordance with the Arbitration Rules for the Real Estate Industry of the American Arbitration Association then in effect, except that there shall be only one arbitrator. The arbitrator shall be a commercial real estate broker or professional with at least five (5) years experience in the Bellevue office market who has not worked for either party within the immediately preceding two (2) years. If the parties cannot agree on the identity of the arbitrator then each party shall select a broker or professional who meets the foregoing criteria and two brokers or professionals so-selected shall jointly select the arbitrator. The costs and expenses of the arbitration shall be divided equally between Lessor and Lessee. The parties agree to complete the arbitration within two months after Lessor receives the extension notice from Lessee, and the arbitrator shall be instructed to complete the arbitration within such two (2) month period, time being of the essence.

 

5. Rental. Lessee agrees to pay Lessor, at Lessor’s address set forth in Section 27 hereof or at such other place as Lessor may designate in writing, monthly rent “Basic Rental” in accordance with the following schedule:

 

 

 

 

Year


 

  

Basic Rental


 

1

  

$23.00/RSF per year

2

  

$23.50/RSF per year

3

  

$24.00/RSF per year

4

  

$24.50/RSF per year

5

  

$25.00/RSF per year

 

Monthly rental shall be paid by Lessee in advance on the first day of each and every month during the term hereof. The obligation of Lessee to pay Basic Rental and Additional Rental is absolute and unconditional, and shall not at any time be subject to offset, discount, or reduction of any kind whatsoever. The term “Rental” as used herein shall mean collectively “Basic Rental” and “Additional Rental.” See also Section 40(d).

 

6. Additional Rental. Commencing January 1, 2003, Lessee shall pay to Lessor as “Additional Rental” (in addition to Basic Rental provided in Section 5 above) Lessee’s Percentage Share of Operating Expenses applicable to the Building, to the extent that such Operating Expenses for each Lease Year, after the 2002 Lease

 

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Year, increase over the Operating Expenses for the 2002 Lease Year. Lessee’s “Percentage Share” of increases in Operating Expenses shall be calculated based upon the total rentable square feet of the Premises for which Rental has commenced under this Lease (as it may change from time to time), divided by 35,200, which is the total rentable square feet of the Building.

 

The term “Operating Expenses” means all costs of ownership, management, operation, and maintenance of the Building and common areas, including, without limitation, the following: wages, salaries, fringe benefits, and other direct and indirect costs of employees; janitorial, cleaning, landscaping, guard, security and other services; gas, electricity, water, sewer, waste disposal, and other utilities; heating, ventilation and air-conditioning; window-washing; materials and supplies; painting, repairs, and other maintenance; parking lot resurfacing and restriping, as well as cleaning, sweeping, and ice and snow removal; maintenance, repair, replacement, and service of equipment, including without limitation the HVAC system, alarm systems, elevator equipment, and other equipment; costs of independent contractors; management fees and expenses; audit expenses; insurance and insurance deductibles of any kind (insurance deductibles shall not be an Operating Expense to the extent that they exceed what would be the maximum commercially reasonable deductible for a Building of this type); taxes, assessments, and other governmental and utility charges of any kind; the cost of any repair, renovation, alteration, and improvement required to be made by Lessor under any governmental law, rule or regulation first enacted after the Commencement Date; supplying directional signs, other markers, and car stops; a market-rate allowance to Lessor for Lessor’s supervision of maintenance and operation of common areas; and any other expense or charge which in accordance with generally accepted accounting and management principles would be considered a cost of ownership, management, operation, and maintenance of the Building. The determination of Operating Expenses and their allocation to the tenants shall be made by Lessor in a reasonable and nondiscriminatory manner consistent with generally accepted accounting and management principles. See also Section 40(f).

 

Prior to commencement of each Lease Year (starting with the 2003 Lease Year), or as soon thereafter as practicable, Lessor shall give Lessee notice of its estimate of the amounts payable under this section for the ensuing Lease Year. On the first day of each month during the ensuing Lease Year, Lessee shall pay to Lessor l/12th of such estimated amounts, provided, that if such notice is not given prior to the commencement of such ensuing Lease Year, Lessee shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. If at any time or times it appears to Lessor that the amounts payable under this section for the current Lease Year will vary from its estimate, Lessor may, by notice to Lessee, revise its estimate for such Lease Year, and subsequent payments by Lessee for such Lease Year shall be based upon such revised estimate.

 

Within ninety (90) days after the close of each Lease Year or as soon after such 90-day period as practicable (but no later than July 1), Lessor shall deliver to Lessee a statement of amounts payable under this section for such Lease Year. If such statement shows an amount owing by Lessee that is less than the estimated payments for such Lease Year previously made by Lessee, it shall be accompanied by a refund of the excess within thirty (30) days after delivery of such statement. If such statement shows an amount owing by Lessee that is more than the estimated payments for such Lease Year previously made by Lessee, Lessee shall pay the deficiency to Lessor within thirty (30) days after delivery of the statement. Lessee shall be entitled at its expense to review at Lessor’s offices the records on which the statement of amounts payable is based. If no such statement is provided by July 1 of any Lease Year, then Lessor shall have waived the right to recover any deficiency for the prior Lease Year.

 

Lessee may inspect Lessor’s books and records related to the amount of Additional Rental charged to Lessee, subject to the following: (a) Such review may be performed only at Lessor’s offices during normal business hours; and (b) Lessee may conduct the review only once each year during the 120 day period starting on the date that Lessor provides a final allocation for a year pursuant to the prior paragraph (this review by Lessee may cover the prior one year only, and if the review is not requested in writing and completed by Lessee by the end of the 120 day period, no review or audit or challenge of the Additional Rental for the most recent prior year, or any other prior years, may be made); and (c) Lessee shall pay all of Lessee’s and Lessor’s out-of-pocket costs of the inspection; provided, however, that Lessee shall not be required to pay any of Lessor’s costs if such review discovers that Lessor overcharged Lessee by more than $6,000 and if such review discovers that Lessor overcharged Lessee by more than $10,000, Lessor shall pay the reasonable out-of-pocket costs incurred by Lessee in connection with such review or audit.

 

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In determining the amount of Operating Expenses, for the purpose of this Section 6: (a) if less than one hundred percent (100%) of the Building shall have been occupied by tenants and fully used by them at any time, Operating Expenses shall be increased to an amount equal to the like operating expenses which would normally be expected to be incurred had such occupancy been one hundred percent (100%) and had such full utilization by tenants been made during the entire period; and (b) if the Lessor is not furnishing any particular work or service (the cost of which if performed by the Lessor would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by the Lessor, Operating Expenses shall be deemed for the purposes of this Section 6 to be increased by an amount equal to the additional Operating Expense which would reasonably have been incurred during such period by the Lessor if it had at its own expense furnished such work or service to such tenant. This paragraph is not intended to allow Lessor to recover Operating Expenses in excess of the actual Operating Expenses incurred.

 

Lessee shall pay as rent monthly, in addition to the Basic Rental and Additional Rental during the term of this Lease such “Special Building Operating Expenses” as are required and incurred as a result of Lessee’s occupancy and use of the Premises, or any part thereof, and which are in addition to normal business office expenses, which Special Building Operating Expenses shall mean actual out-of-pocket costs incurred by Lessor for (a) utility or HVAC usage outside normal business hours or for equipment that Lessor designates as heavy usage equipment at the time Lessor approves their installation in the Premises and (b) increase in insurance premiums attributable to the Lessee’s business and/or use or occupancy of the Premises.

 

“Lease Year” shall mean calendar year. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rental payable by Lessee applicable to the Lease Year in which such commencement or termination occurs shall be prorated on the basis of a 365-day year.

 

7. Intentionally Omitted.

 

8. Intentionally Omitted.

 

9. Quiet Enjoyment. Lessor covenants and agrees that so long as Lessee remains in full compliance with all of Lessee’s obligations under this Lease, Lessee shall lawfully and quietly hold, occupy, and enjoy the Premises during the term of this Lease, subject to the other terms and provisions of this Lease and subject to all mortgages and other underlying matters of record to which this Lease is or may become subject and subordinate. Lessor represents and warrants to Lessee that Lessor is the sole owner in fee simple of the Building.

 

10. Construction; Acceptance of Premises.

 

(a) Lessor agrees that it will, at its cost, pursue to completion the Premises to the extent specified in Exhibit C as “Lessor’s Work.” All of Lessor’s Work shall be performed promptly and diligently, in a good and workmanlike manner and in such a manner to cause as little disruption as possible to Lessee’s continued business operations in the Current Second Floor Space.

 

(b) Lessor agrees that it will, at Lessor’s cost, complete the interior tenant improvements for the Current Second Floor Space, the New Second Floor Space, the New First Floor Space and the Space Pocket in accordance with Exhibit C consisting of the space plan and construction drawings prepared by JPC Architects dated January 17, 2002, submitted for permit on March 8, 2002, and revised on March 11, 2002, and March 13, 2002, (“JPC Drawings”). Included in Lessor’s Work is space planning, all drawings, permitting costs, Lessor management fees, Lessor administrative fees, and any other fees associated with completing the Lessor’s Work described on the JPC Drawings. Lessor shall use its best efforts to cause the Lessor’s Work in the Current Second Floor Space, the New Second Floor Space and the New First Floor Space to be substantially completed and Ready for Occupancy (as defined in Section 40(a)) as follows: The New First Floor Space shall be substantially completed (except for the demolition of the door opening from the Lobby to the Corridor which will be completed within fifteen business days of issuance of a building permit from the City of Bellevue) and Ready for Occupancy on or before April 1, 2002. The Current Second Floor Space, except for the Large Training Room and Office #2094, shall be substantially completed and Ready for Occupancy within fifteen (15) business days from the date of issuance of a building permit

 

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from the City of Bellevue (projected to be April 10, 2002, making May 1, 2002 the anticipated substantially completed and Ready for Occupancy date). The New Second Floor Space shall be substantially completed and Ready for Occupancy within fifteen (15) business days from the date of issuance of a building permit from the City of Bellevue (projected to be April 10, 2002, making May 1, 2002 the anticipated substantially completed and Ready for Occupancy date). The Large Training Room and Office #2094 shall be substantially completed and Ready for Occupancy within thirty (30) days from the date Lessee notifies Lessor that Lessee is ready for Lessor to begin that work, such notification date being no sooner than May 1, 2002 and no later than June 15, 2002. If Lessor does not timely complete Lessor’s Work in the Current Second Floor Space, except for the Large Training Room and Office #2094, and the New Second Floor Space within thirty (30) business days from the date of issuance of a building permit from the City of Bellevue, but in any event no later than June 15, 2002, then Lessee shall be entitled to one day of free Rental with respect to the Current Second Floor Space for every day of delay in completion beyond such date. If Lessor does not so complete Lessor’s Work in the New First Floor Space by April 15, 2002, then Lessee shall be entitled to one day of free Rental with respect to the Current Second Floor Space for every day of delay in completion beyond such date. If Lessor does not so complete Lessor’s Work on the Large Training Room and Office #2094 within forty-five (45) days from the date of notification by Lessee to Lessor to begin such work, then Lessee shall be entitled to one day of free Rental with respect to all space then occupied by Lessee at the end of such 45 day period for every day of delay in completion beyond such date. Notwithstanding the foregoing, there shall be no free Rental for days of delay caused solely by the actions or inactions of Lessee.

 

(c) Lessor’s Work for the New Second Floor Space and the Space Pocket shall be done concurrently with Lessor’s Work in the remainder of the Premises, and the target date for completion and commencement of Rental on the New Second Floor Space and the Space Pocket is further described in Sections 40(a) and (b).

 

(d) Lessor shall within 30 days after receipt of notice thereof correct any punchlist items or construction defects noted by Lessee within the 30 days after Lessor substantially completes Lessor’s Work, and any latent defects or deficiencies discovered by Lessee within the first 60 days of business in the Premises (or portions thereof not previously occupied by Lessee) after the Commencement Date. Subject to the foregoing items and Sections 10(a) and (b) above, the taking of possession of the Premises by Lessee shall constitute acknowledgment by Lessee that the Lessor’s Work has been fully performed as agreed, that the Premises were then in good and tenantable condition and as represented by Lessor, and that Lessor has fully complied with all of Lessor’s obligations regarding the condition of the Premises. Lessor shall obtain from the Building contractor and tenant improvement contractor a one-year warranty against construction defects with respect to Lessor’s Work, and Lessor shall enforce such warranty and cause the applicable contractor to correct all warrantied defects.

 

See also Sections 40(a) and (b).

 

11. Utilities and Other Services by Lessor. Lessor agrees that there will be available at the Premises the following utilities and services:

 

(a) Electricity suitable for standard tenant lighting and business machinery, including word processors, personal computers, copying and printing machines and telecommunications equipment.

 

(b) Water for kitchen, drinking, restroom and office cleaning purposes.

 

(c) Heating, air conditioning, and ventilation required in Lessor’s reasonable judgment for normal business operations during ordinary business hours (7:00 a.m. to 6:00 p.m.) daily, including Saturdays from 8:00 a.m. until 12:00 noon, exclusive of Sundays and holidays. The HVAC system was designed to comply with the Washington State Energy Code and shall be programmed to attempt to maintain the Premises at a temperature between 68° and 72° throughout the year. See also Sections 40(g) and (1).

 

(d) Janitorial services on a five-day per week schedule. The contract with the provider of the janitorial services shall contain the provider’s agreement that the janitorial services shall be in accordance with the cleaning specifications attached as Exhibit D. If Lessee is dissatisfied with janitorial services, Lessee may cancel

 

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Lessor’s obligation to provide janitorial services to the Premises, upon at least thirty (30) days’ prior written notice to Lessor (effective on the first day of a calendar month). Lessee may thereafter contract directly with a janitorial company of Lessee’s choice for the provision of janitorial services to the Premises, at Lessee’s sole expense. During such time that Lessor is not obligated to provide janitorial services to the Premises, Lessee shall receive a credit against the Rental due in an amount equal to the prorata amount that Lessor would have paid for the janitorial services for the Premises.

 

(e) Wiring (but not services) for telephone and T-l data cable to the communications closet.

 

Lessor does not warrant the adequacy of utilities for Lessee’s needs or that any of the utilities and services will be free from interruption. Interruption of utilities or services shall not be deemed an eviction or excuse performance of any of Lessee’s obligations under this Lease or, unless such interruption is due to Landlord’s negligence or willful misconduct, render Lessor liable for damages

 

12. Maintenance by Lessor. Lessor shall maintain in good condition (normal wear and tear excepted) the structural and exterior components of the Building, the common areas and parking areas, and the Building electrical, plumbing and heating, ventilation and air conditioning systems in a manner comparable to other first class office buildings in downtown Bellevue (subject to such items constituting Operating Expenses pursuant to Section 6). Lessor shall repair and replace, when necessary, light fixtures in the common areas only (including replacement of light bulbs and fluorescent tubes) and shall maintain in good condition and repair the plumbing and the electrical system. However, Lessor shall not be obligated to repair or replace any fixtures or equipment installed by Lessee and Lessor shall not be obligated to make any repair or replacement occasioned by any act or omission of Lessee, its employees, agents, invitees, or licensees. Lessor agrees that the showered restrooms on the first floor shall remain common area throughout the term of this Lease.

 

13. Alterations, Repairs, and Maintenance by Lessee. Subsequent to the initial occupancy of the Premises by Lessee, Lessee shall make no changes, improvements, or alterations to the Premises without the prior consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned (and if Lessor does not respond to a request for consent within five (5) business days, Lessor shall be deemed to have granted consent). All such changes, improvements, and alterations and repairs, if any, made by Lessee shall remain on the Premises and shall become the property of Lessor upon the expiration or sooner termination of this Lease, or, at Lessor’s option (if such option is exercised at the time Lessee requests Lessor’s consent to the alterations), shall be removed from the Premises by Lessee upon expiration or sooner termination of this Lease in which event all damage to the Building occasioned by the removal thereof shall be repaired by Lessee at Lessee’s sole expense. All work shall be in conformance with all applicable laws, rules and regulations, and Lessee shall be solely responsible for obtaining and complying with all applicable governmental permits. Further, Lessor may require, at Lessor’s sole option, that Lessee use specific contractors for work on building systems, provided that any premium above market rates charged by such contractors shall be paid for by Lessor. Notwithstanding the foregoing, Lessee shall not penetrate the roof without Lessor approval. Any roof penetration shall be made only by Lessor’s approved contractors. Lessee shall provide Lessor with final copies of all plans reflecting any alterations. Any structural alteration requested by Lessee shall be presented to Lessor for approval in written form, with proposed detailed plans. Lessor shall be entitled to reimbursement by Lessee of Lessor’s out-of pocket expenses incurred in reviewing any structural alteration requested by Lessee, but Lessor will not impose a fee for review or approval of alterations. If Lessor gives its consent, the consent shall be deemed conditioned upon Lessee acquiring all necessary permits to do the work from appropriate governmental agencies, the furnishing of a copy thereof to Lessor prior to the commencement of the work and compliance by Lessee with all conditions of said permits in a prompt and expeditious manner.

 

Lessee shall keep the Premises in a neat, clean, and sanitary condition, and shall keep the Premises and all items therein installed by Lessee in good condition, except only for reasonable wear and tear, casualty and condemnation. All maintenance of the Premises shall be conducted by Lessee, except as provided in Sections 11 and 12.

 

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14. Taxes. Subject to Section 6, Lessor shall pay, before the same become delinquent, all taxes and special assessments levied against the Building. Lessee shall pay, before the same become delinquent, all taxes assessed against Lessee’s furniture, fixtures, equipment, and other property in the Premises.

 

Lessee shall pay to Lessor as additional rental, within 10 days after notice of the amount thereof, any tax upon rent payable under this Lease or any tax or fee in any form payable by Lessor because of or measured by receipts or income of Lessor derived from this Lease. The preceding sentence shall not apply to general income tax or business and occupation tax of Lessor, or any other tax measured by gross or net income.

 

15. Signs. Lessee will not cause or permit the display of any sign, notice, or advertising matter in or about the Premises or the Building without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (this does not apply to the initial tenant improvements made pursuant to Section 10).

 

16. Lessor’s Access to Premises. Lessor may, on at least 24 hours’ advance notice (except in an emergency), inspect the Premises at all reasonable times during normal business hours and enter the same for the purpose of cleaning, repairing, altering, improving, or exhibiting the same, but nothing herein shall be construed as imposing any additional obligation on Lessor to perform any such work not otherwise set forth in this Lease. Lessor’s rights hereunder shall be exercised in a reasonable manner and designed to minimize disruption to Lessee’s business, and Lessor shall, if requested by Lessee, comply with any reasonable requirements of Lessee in order to insure that access to the Premises will be conducted only in the presence of an employee or other designated representative of Lessee when access is desired to the computer server room or other mission-critical operations areas.

 

17. Liability Insurance. Lessee shall, at Lessee’s sole expense, maintain commercial general liability and property damage insurance insuring against any and all claims for injury to or death of persons and loss of or damage to property occurring upon, in, or outside of the Premises. Such insurance shall have liability limits of not less than $2,000,000 in respect of injury or death to any one person, not less than $2,000,000 in respect of any and one occurrence or accident, and not less than $1,000,000 for property damage with a maximum deductible amount of $10,000. All such insurance shall name Lessor as an additional insureds, with severability of interests endorsement. Lessee may provide the insurance coverage required hereunder through a combination of Lessee’s general commercial liability coverage and umbrella coverage. All such insurance shall be issued by carriers reasonably acceptable to Lessor and shall contain provision whereby the carrier agrees not to cancel the insurance without fifteen (15) days’ prior written notice to Lessor. Lessor shall maintain a comparable policy of general commercial liability coverage insuring against any and all claims for injury to or death of persons and loss or damage to property occurring on the property outside the Premises, with the cost thereof being an Operating Expense.

 

On or before taking possession of the Premises pursuant to this Lease, Lessee shall furnish Lessor with a certificate evidencing the aforesaid insurance coverage, and renewal certificates shall be furnished to Lessor at least 30 days prior to the expiration date of each policy for which a certificate was theretofore furnished.

 

18. Lessee’s Property Insurance. Lessee shall, at Lessee’s sole expense, maintain on all of Lessee’s personal property, fixtures and leasehold improvements on the Premises, a policy of “all risk” hazard insurance in the amount of their replacement value. All proceeds of such insurance shall belong to Lessee.

 

19. Lessor’s Property Insurance. Subject to Section 6, Lessor shall maintain on the Building a policy of “all risk” hazard insurance in the full amount of its replacement value. All proceeds of any such insurance shall be payable to Lessor and shall be applied to the restoration of the Building to the extent provided in Section 21; any proceeds of such insurance remaining after such restoration shall belong to Lessor.

 

20. Assignment and Subletting. Neither this Lease nor any right hereunder may be assigned, transferred, encumbered, or sublet in whole or in part by Lessee, by operation of law or otherwise, without Lessor’s prior consent, which consent shall not be unreasonably withheld, delayed or conditioned. If Lessee is an entity of any kind, the transfer or pledge of 51% or more (aggregated over the life of this Lease) of the ownership and/or

 

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voting interests in Lessee shall be deemed an assignment within the meaning of this Section; provided, however, that the foregoing restriction on transfer or pledge shall not apply to Lessee in connection with or as a result of an initial public offering of its stock and shall not apply if and for so long as Lessee is a publicly-traded company. Notwithstanding the foregoing, Lessee shall have the right without Landlord’s consent to assign or sublease this Lease to an affiliate which is under common control with Lessee or to any person or entity succeeding to the Lessee’s business conducted at the Premises. A portion of the Premises may without Landlord’s consent be used or occupied by a party or parties in connection with the transaction of business with Lessee or an entity that controls, is controlled by, or is under common control with Lessee. No assignment or sublease shall relieve Lessee of its liabilities hereunder and no consent to any assignment or sublease shall be deemed a consent to any further assignment or sublease. If Lessee requests Lessor’s consent, Lessee shall reimburse Lessor for its reasonable legal and administrative costs incurred in connection with such request up to a maximum of One Thousand Dollars ($ 1,000.00). Lessor may assign its interest in this Lease. See also Section 40(i).

 

21. Damage or Destruction. If the Premises are damaged or destroyed by fire or any cause, Lessor shall restore the Premises (except for trade fixtures, and personal property which shall be restored by Lessee at Lessee’s sole expense) as nearly as practicable to their condition immediately prior to such damage or destruction. The obligations to restore provided in this paragraph shall be subject to Lessor’s termination rights provided below. Any restoration shall be promptly commenced and diligently prosecuted. Lessor shall not be liable for any consequential damages by reason of any such damage or destruction.

 

Notwithstanding any of the foregoing provisions of this section, in the event the Premises shall be destroyed or damaged to such an extent that Lessor deems that it is not economically feasible to restore the same, then Lessor may terminate this Lease as of the date of the damage or destruction by giving Lessee notice to that effect within sixty (60) days of such damage; provided, however, that Lessor may not terminate this Lease unless it also terminates the leases of all tenants in the Building who are affected by the damage.

 

In the event that more than 25% of the Premises are damaged during the Lease Term, and either party reasonably estimates that it will take more than nine months to repair and restore the Premises to their condition prior to such damage, such party shall have the right to terminate this Lease upon written notice to the other within 60 days of such damage, with such termination becoming effective as of the date thirty (30) days after the date of delivery of such notice. During the period commencing on the date of the damage and terminating on the termination date as determined by the foregoing notice, the rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, except that there shall be no abatement to the extent that any such damage or destruction is caused solely by the negligence of Lessee, its employees, agents, invitees, or licensees (except to the extent such rent loss is covered by the proceeds of insurance, the cost of which was included in Operating Expenses.)

 

If Lessor undertakes to restore the Premises as provided above in this section, then commencing with the date of the damage or destruction and continuing through the period of restoration, the rent for the Premises shall be abated for such period in the same proportion as the untenantable portion of the Premises bears to the whole thereof, except that there shall be no abatement to the extent that any such damage or destruction is caused by negligence or intentional acts of Lessee, its employees, agents, invitees, or licensees (except to the extent such rent loss is covered by the proceeds of insurance, the cost of which was included in Operating Expenses).

 

22. Liens. Lessee shall have no authority to allow any liens to be filed against the Property. Lessee shall not suffer or permit any lien to be filed against the Building or any part thereof or the Lessee’s leasehold interest, by reason of work, labor, services, or materials performed or supplied to Lessee or anyone holding the Premises or any part thereof under Lessee. If any such lien is filed against the Building or Lessee’s leasehold interest, Lessee shall cause the same to be discharged of record within 30 days after the date of filing the same. Lessee may contest any lien in accordance with law.

 

23. Indemnity by Lessee. Lessee agrees that Lessor shall not be liable for any claims for death of or injury to persons or damages to or destruction of property sustained by Lessee or by any other person in or outside of the Premises, including witho


 
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