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1 LEASE AGREEMENT between YAM WESTGATE, LLC, an Arizona limited liability company, as Landlord and CITY OF GLENDALE, as Tenant Dated: June 19, 2023 Glendale, Arizona ii TABLE OF CONTENTS Page No. 1. Definitions and Basic Provisions .......................................................................................................................... 1 2. Lease Grant ........................................................................................................................................................... 2 3. Tender of Possession ............................................................................................................................................. 3 4. Rent ....................................................................................................................................................................... 2 (a) Payment ........................................................................................................................................................ 2 (b) Operating Costs and Taxes ........................................................................................................................... 4 5. Delinquent Payment; Handling Charges ............................................................................................................... 4 6. Security Deposit .................................................................................................................................................... 5 7. Landlord’s Maintenance Obligations .................................................................................................................... 5 8. Improvements; Alterations; Tenant’s Maintenance and Repair Obligations ........................................................ 5 (a) Improvements; Alterations ........................................................................................................................... 5 (b) Repairs; Maintenance ................................................................................................................................... 6 (c) Performance of Work ................................................................................................................................... 6 (d) Mechanic’s Liens ......................................................................................................................................... 6 (e) Janitorial Services ......................................................................................................................................... 7 (f) Landlord’s Right to Perform Tenant’s Maintenance Obligations ................................................................. 7 9. Utilities; Licenses and Permits .............................................................................................................................. 7 (a) Utilities ......................................................................................................................................................... 7 (b) Licenses and Permits .................................................................................................................................... 8 (c) Landlord’s Right to Perform Tenant’s Obligations ...................................................................................... 8 10. Use ........................................................................................................................................................................ 8 11. Assignment and Subletting ................................................................................................................................... 8 (a) Transfers ....................................................................................................................................................... 8 (b) Consent Standards ........................................................................................................................................ 9 (c) Request for Consent ..................................................................................................................................... 9 (d) Conditions to Consent .................................................................................................................................. 9 (e) Attornment by Subtenants ............................................................................................................................ 9 (f) Cancellation ................................................................................................................................................ 10 (g) Additional Compensation ........................................................................... Error! Bookmark not defined. (h) Permitted Transfers .................................................................................................................................... 10 12. Insurance; Waivers; Subrogation; Indemnity ...................................................................................................... 10 (a) Insurance .................................................................................................................................................... 10 (b) No Subrogation ........................................................................................................................................... 10 (c) Indemnity ................................................................................................................................................... 10 13. Subordination; Attornment; Notice to Landlord’s Mortgagee ............................................................................ 11 (a) Subordination ............................................................................................................................................. 11 (b) Attornment.................................................................................................................................................. 11 (c) Notice to Landlord’s Mortgagee ................................................................................................................. 11 (d) Landlord’s Mortgagee’s Protection Provisions .......................................................................................... 11 14. Rules and Regulations ......................................................................................................................................... 12 15. Condemnation ..................................................................................................................................................... 12 (a) Total Taking ............................................................................................................................................... 12 (b) Partial Taking – Tenant’s Rights ................................................................................................................ 12 (c) Partial Taking – Landlord’s Rights ............................................................................................................ 12 TABLE OF CONTENTS (continued) Page No. iii (d) Temporary Taking ...................................................................................................................................... 12 (e) Award ......................................................................................................................................................... 13 16. Fire or Other Casualty ......................................................................................................................................... 13 (a) Repair Estimate .......................................................................................................................................... 13 (b) Tenant’s Rights ........................................................................................................................................... 13 (c) Landlord’s Rights ....................................................................................................................................... 13 (d) Repair Obligation ....................................................................................................................................... 13 (e) Abatement of Rent ...................................................................................................................................... 13 (f) Exclusive Remedy ...................................................................................................................................... 14 17. Personal Property Taxes and Rent Taxes ............................................................................................................ 14 (a) Personal Property Taxes ............................................................................................................................. 14 (b) Rent Taxes .................................................................................................................................................. 14 18. Events of Default ................................................................................................................................................ 14 (a) Payment Default ......................................................................................................................................... 14 (b) Abandonment ............................................................................................................................................. 14 (c) Estoppel ...................................................................................................................................................... 14 (d) Insurance .................................................................................................................................................... 14 (e) Mechanic’s Liens ....................................................................................................................................... 14 (f) Other Defaults ............................................................................................................................................ 14 (g) Insolvency .................................................................................................. Error! Bookmark not defined. 19. Remedies ............................................................................................................................................................. 14 (a) Continuance of Lease in Effect .................................................................................................................. 15 (b) Termination of Lease .................................................................................................................................. 15 (c) Election to Terminate or Continue ............................................................................................................. 15 (d) Rights and Remedies Upon Termination .................................................................................................... 15 20. Non-Waiver; Cumulative Remedies ................................................................................................................... 16 (a) No Waiver .................................................................................................................................................. 16 (b) Cumulative Remedies ................................................................................................................................. 16 21. Landlord’s Lien ................................................................................................... Error! Bookmark not defined. 22. Surrender of Premises ......................................................................................................................................... 16 23. Holding Over ...................................................................................................................................................... 16 24. Certain Rights Reserved by Landlord ................................................................................................................. 17 (a) Building Operations.................................................................................................................................... 17 (b) Security ....................................................................................................................................................... 17 (c) Prospective Purchasers and Lenders ........................................................................................................... 17 (d) Prospective Tenants .................................................................................................................................... 17 (e) Telecommunication Facilities..................................................................................................................... 17 25. Substitution Space ............................................................................................................................................... 18 26. Miscellaneous ..................................................................................................................................................... 18 (a) Landlord Transfer ....................................................................................................................................... 18 (b) Landlord’s Liability .................................................................................................................................... 18 (c) Brokerage ................................................................................................................................................... 18 (d) Estoppel Certificates ................................................................................................................................... 18 (e) Notices ........................................................................................................................................................ 18 (f) Separability ................................................................................................................................................. 19 (g) Amendments; Binding Effect ..................................................................................................................... 19 (h) Quiet Enjoyment ......................................................................................................................................... 19 (i) No Merger .................................................................................................................................................. 19 TABLE OF CONTENTS (continued) Page No. iv (j) No Offer ..................................................................................................................................................... 20 (k) Entire Agreement ....................................................................................................................................... 20 (l) Waiver of Jury Trial ................................................................................................................................... 20 (m) Governing Law ........................................................................................................................................... 20 (n) Recording ................................................................................................................................................... 20 (o) Water or Mold Notification ........................................................................................................................ 20 (p) Joint and Several Liability .......................................................................... Error! Bookmark not defined. (q) Financial Reports ........................................................................................................................................ 20 (r) Landlord’s Fees .......................................................................................................................................... 20 (s) Telecommunications................................................................................................................................... 20 (t) Confidentiality ............................................................................................ Error! Bookmark not defined. (u) Authority .................................................................................................................................................... 21 (v) Security Service .......................................................................................................................................... 19 (w) Intentionally Omitted.................................................................................. Error! Bookmark not defined. (x) Prohibited Persons and Transactions .......................................................................................................... 21 (y) List of Exhibits ........................................................................................................................................... 19 27. Environmental Requirements .............................................................................................................................. 19 (a) Prohibition against Hazardous Materials .................................................................................................... 19 (b) Environmental Requirements ..................................................................................................................... 19 (c) Removal of Hazardous Materials ............................................................................................................... 22 (d) Tenant’s Indemnity ..................................................................................................................................... 22 (e) Inspections and Tests .................................................................................................................................. 22 (f) Tenant’s Financial Assurance in the Event of a Breach ............................................................................. 23 28. Parking ................................................................................................................................................................ 23 29. Other Provisions .................................................................................................................................................. 23 1 LEASE THIS LEASE AGREEMENT (this “Lease”) is entered into as of June 19, 2023, between YAM WESTGATE, LLC, an Arizona limited liability company (“Landlord”), and CITY OF GLENDALE (“Tenant”). 1. Definitions and Basic Provisions. The following terms shall have the following meanings when used in this Lease and all other capitalized terms shall have the meanings ascribed to them in the applicable Section of this Lease. (a) "Additional Rent” shall have the meaning ascribed to it in Section 4(a). (b) “Affiliate” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question. (c) “Basic Rent”: shall have the meaning ascribed to it in Section 4(a). (d) “Base Year Expense” shall have the meaning ascribed to it in Section 4(a). (e) “Building Hours” are 7:00 a.m. to 6:00 p.m., Monday through Friday; excluding recognized federal, state or local holidays. Notwithstanding any provision of this Lease to the contrary, Tenant may have access to the Premises twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. (f) “Building’s Structure” means the structural roof elements, elevator shafts, footings, foundations, and structural portions of exterior load-bearing walls (expressly excluding any painting, sealing or other surface maintenance and any other non-structural components). (g) “Building’s Systems” means the Building’s HVAC, life-safety, plumbing, electrical, and mechanical systems. (h) “Commencement Date” means the earlier of: (i) the date upon which Tenant occupies the Premises, or (ii) thirty (30) days following delivery by Landlord to Tenant of a written notice that the Premises are suitable for occupancy (subject to any minor punch-list items). (i) “Laws” means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders, and all interpretations of the foregoing, and all restrictive covenants affecting the Project, and “Law” means any of the foregoing. (j) “Lease Month” means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month, the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly Basic Rent rate applicable for such partial month). (k) “Lease Year” means: (1) if the Commencement Date is the first (1st) day of a calendar month, the twelve (12) calendar month period commencing on the Commencement Date and ending on the day immediately preceding the first (1st) anniversary of the Commencement Date, and each succeeding such twelve (12) calendar month period during the Term; and (2) if the Commencement Date is a day other than the first (1st) day of a calendar month, the twelve (12) calendar month period commencing on the first (1st) day of the first (1st) calendar month following the Commencement Date and ending on the day immediately preceding the first (1st) anniversary of such date, and each succeeding such twelve (12) calendar month period during the Term, provided, however, that, if the Commencement Date is a day other than the first (1st) day of a calendar month, the first Lease Year shall include the period from the Commencement Date through the last day of the calendar month during which the Commencement Date occurs. 2 (l) “Operating Costs” shall have the meaning ascribed to it in Exhibit E. (m) “Permitted Use” means general office and administrative use only; no other use of the Premises shall be permitted under this Lease without the prior written consent of Landlord, which consent may be withheld in its sole discretion. (n) “Premises” means that certain space commonly known as Suite E-430 containing approximately 4,609 rentable square feet, in the improvement (the “Building”) having a street address of 6751 North Sunset Boulevard, Glendale, Arizona 85305. The Building is located within an area commonly referred to as the “Westgate Office District.” The Premises are outlined on the plan attached to the Lease as Exhibit A. (o) “Project” means the Westgate Entertainment District and surrounding property commonly known as Westgate, inclusive of the Westgate Office District in which the Premises is located. (p) “Rent” means Basic Rent, Additional Rent, and all other sums that Tenant may owe to Landlord or otherwise be required to pay under this Lease, including, rental tax and Tenant’s Proportionate Share of Operating Costs and Taxes. (q) “Taxes” shall have the meaning ascribed to it in Exhibit E. (r) “Temporary Rent” shall have the meaning ascribed to it in Section 4(a). (s) “Temporary Space” means either (i) approximately 5,000 rentable square feet of the second floor of a building having a street address of 6770 N. Sunrise Boulevard, Glendale, Arizona 85305; or (ii) approximately 5,000 rentable square feet of Suite 450 in the building having a street address of 6751 North Sunset Boulevard, Glendale, Arizona 85305; both of which are located within the Project with said Temporary Space being dependent on availability as of July 1, 2023. Depictions of the Temporary Space are attached as Exhibit A-1 and Exhibit A-2. (t) “Tenant ” means any of the following parties: Tenant; any permitted assignees or subtenants, and any agents, contractors, employees, licensees, guests, and invitees. (u) “Tenant’s Off-Premises Equipment” means any of Tenant’s equipment or other property that may be located anywhere but inside the Premises. (v) “Tenant’s Proportionate Share” shall have the meaning ascribed to it in Section 4(a). (w) “Term” shall have the meaning ascribed to it in Section 2(b). 2. Lease Grant, Term and Temporary Space. (a) Landlord leases to Tenant, and Tenant leases from Landlord, the Premises for the Permitted Use and for no other purpose, subject to the terms and conditions set forth in this Lease. Tenant shall have a non-exclusive license to use any applicable driveways, loading dock areas, roadways and any other similar improvements designated by Landlord from time to time for the common use and enjoyment of all tenants and occupants of the Project. (b) There are two operative “terms” of this Lease. The regular term commences on the Commencement Date and terminates on the thirty-six (36) month anniversary of the Commencement Date, ending at 5:00 p.m. local time on the last day of the 36th full calendar month following the Delivery Date (the “Term”). The “Interim Term” applies only to the period when Tenant uses and occupies the Temporary Space and commences on July 1, 2023. The Interim Term terminates on the date on which Tenant vacates the Temporary Space. At the conclusion of the Interim Term, Tenant shall relocate, at Tenant’s sole cost, to the Premises and Tenant shall vacate the Temporary Space in the same manner as set forth in Section 21. 3 (c) Both terms are subject to adjustment and earlier termination as otherwise provided in this Lease. (d) Temporary Space. Tenant shall occupy the Temporary Space as defined herein during the Interim Term. Tenant agrees to comply with all other applicable provisions of this Lease during the Interim Term and to pay Temporary Rent as defined in Section 4(a) below. (e) Tenant acknowledges that improvements to the Premises need to be constructed prior to its occupancy by Tenant. Landlord agrees, at Landlord’s sole cost, to construct said improvements to the Premises in accordance with mutually agreed upon plans; a copy of said plans are attached hereto as Exhibit A. Tenant shall relocate to Premises within thirty (30) days of the Commencement Date as defined in Section 1(h)(ii), at Tenant’s sole cost. 3. Tender of Possession. By occupying the Premises, Tenant shall be deemed to have accepted the Premises AS-IS, WHERE-IS and WITH ALL FAULTS, in its condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit D hereto confirming: (1) the Commencement Date, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant shall not occupy the Premises prior to the Commencement Date. Tenant shall accept delivery of the Premises within thirty (30) days of the date upon which Landlord provides Tenant with written notice that the Premises are suitable for occupancy (subject to any minor punch-list items) unless Tenant disagrees, in good faith, that the Premises are suitable for occupancy. Tenant may remain in Temporary Space, at the agreed upon Temporary Rent, during the pendency of any dispute regarding the suitability of the Premises for Tenant’s occupancy. On or before the date upon which Tenant occupies the Temporary Space, Tenant shall provide Landlord with copies of the insurance certificates, if applicable as provided in Section 11 and Exhibit F, with an effective date for the commercial general liability coverage as of the Commencement Date and naming Landlord and Landlord’s management company, YAM Properties, LLC, an Arizona limited liability company (“Property Manager”), as additional insureds. Tenant shall maintain in full force and effect throughout the Term all insurance policies required by Section 11 and Exhibit F. Landlord shall, at its sole expense, install Building standard lobby and suite entry signage for Tenant. 4. Rent. (a) Tenant shall pay Rent to Landlord as provided in this Section. Basic Rent: Basic Rent shall be the following amounts for the following periods of time: Lease Month psf($) Yearly Basic Rent($) Monthly Basic Rent($) Commencement Date through – Lease Year 1 $28.00 $129,051.96 $10,754.33 Lease Year 2 $28.84 $132,923.52 $11,076.96 Lease Year 3 $29.71 $136,933.44 $11,411.12 Tenant is also responsible for payments of the then applicable rental tax to Landlord (3.4% as of the Lease Date). 4 Additional Rent: Tenant’s Proportionate Share: Temporary Rent: Tenant agrees to pay Landlord, as Additional Rent, Tenant’s Proportionate Share of the amounts by which the Taxes and Operating Costs (including insurance costs) exceed the actual expenses incurred by Landlord in 2023 (the “Base Year Expense”). The Base Year Expenses shall be the actual expenses incurred by Landlord during calendar year 2023, provided, however, if the Project is not occupied to the extent of ninety five percent (95%) of the rentable area thereof during the Base Year, or if Landlord is not supplying services to ninety five percent (95%) of the rentable area thereof during the Base Year, the Operating Costs for such year shall, for the purposes hereof, be increased to the amount which would have been incurred had the Project been occupied to the extent of ninety five percent (95%) of the rentable area thereof and Landlord had been supplying services to ninety five percent (95%) of the rentable area thereof. Tenant’s Additional Rent obligations will commence as of January 1, 2024; provided, however, Additional Rent, if any, shall be pro-rated for any partial calendar year. The “Tenant’s Proportionate Share” of Operating Costs and Taxes as defined in Exhibit E is equal to the square footage of the Premises (approximately 4,609) divided by the square footage of the Project as depicted on Exhibit B. As of the date of this Lease, the rentable square feet in the Project is 556,120 for Operating Costs and Taxes; and 478,390 for fire insurance. Accordingly, at the Commencement Date, Tenant’s Proportionate Cost Share shall equal [.0063%] of joint costs incurred to maintain all structures, features, fixtures and common areas within the Project. Landlord and Tenant agree that the number of rentable square feet in the Project is subject to adjustment from time to time based upon the then current measurement of square footage in the Premises and the Project. Temporary Rent shall be paid by Tenant to Landlord only during the period in which Tenant occupies the Temporary Space at the monthly rate of Five Thousand and 00/100 Dollars ($5,000.00), plus the then applicable rental tax. (b) Payment. Tenant shall timely pay Rent to Landlord, without notice, demand, deduction or setoff (except as otherwise expressly provided herein), by ACH or wire transfer as provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by the applicable state and local rental taxes. The obligations of Tenant to pay Rent or Temporary Rent, as the case may be, and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Basic Rent and Temporary Rent, as the case may be, and as adjusted in the chart in subsection 4(a) above, shall be payable monthly in advance. The first monthly installment of Temporary Rent shall be payable contemporaneously with the execution of this Lease. Thereafter, Temporary Rent shall be payable on August 1, 2023 and shall continue on the first day of each month during the occupancy of the Temporary Space by Tenant. Basic Rent shall be payable on the first day of each month beginning on the first day of the first full calendar month after Tenant relocates from Temporary Space to the Premises. The monthly Basic Rent for any partial month during the Term shall equal the product of 1/365 of the annual Basic Rent in effect during the partial month and the number of days in the partial month. If Tenant occupies the Temporary Space for a partial month, Temporary Rent shall be payable for those number of days in which Tenant occupies the Temporary Space using the same calculation method as applied for Basic Rent above. Tenant shall make payments of Additional Rent at the same time and by the same means (e.g., ACH or wire transfer) as Basic Rent. (c) Delinquent Payment; Handling Charges. All past due payments required of Tenant hereunder shall bear interest from the date due until paid in full by Tenant at the maximum lawful rate of interest (such lesser amount is referred to herein as the “Default Rate”). Additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to the greater of (a) Fifty Dollars ($50.00), or (b) five percent (5%) of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted under this Section 4 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent 5 occurrence) during any twelve (12)-month period that Tenant fails to make payment when due, until five (5) days after Landlord delivers written notice of such delinquency to Tenant. 5. Security Deposit. Tenant is not required to, and is not providing, any security deposit to Landlord. 6. Landlord’s Maintenance Obligations. (a) Landlord shall: (a) make (or cause to be made) all necessary repairs to the roof, exterior walls, exterior doors, windows and corridors of the Building: (b) keep (or cause to be kept) the Building, the Building common areas and the Project common area in a clean, neat and attractive condition; and (c) keep (or cause to be kept) the Building equipment such as elevators, plumbing, heating, air conditioning and similar Building equipment in good repair. (b) Landlord shall not be liable or responsible for damages associated with breakdowns or interruptions in service when commercially reasonable efforts are made to repair and restore such service. However, Landlord must repair any equipment, components or features for which it is responsible necessary for the occupancy of the Premises and restore such service as soon as practicable. Tenant acknowledges that Landlord is not responsible for public utilities and any equipment provided by such companies. Landlord’s liability for any defects, repairs, replacement or maintenance for which Landlord is specifically responsible for under this Lease shall be limited to the cost of performing the work. Should Landlord not undertake all necessary repairs in a reasonable time, Tenant may, after providing at least fifteen (15) days prior written notice to Landlord except in the case of an emergency, make said repairs and seek reimbursement from Landlord under any applicable law, statute, or ordinance now or hereafter in effect. (c) Landlord shall maintain the parking areas, and other common areas of the Building, including driveways, alleys, landscape and grounds surrounding the Premises and utility lines in a good condition and working order, consistent with the operation of a general office facility, including the exterior of the Building (including painting), landscaping sprinkler systems, and any items normally associated with the foregoing. (d) All costs in performing the work described in the foregoing subsection (c) shall be included in Operating Costs. However, in no event shall Landlord be responsible for alterations to the Building’s Structure required by Tenant’s use of the Premises for anything other than the Permitted Use. Except as provided elsewhere in this Lease, including, but not limited to, Sections 2(e) above, any alterations of the Premises required by Tenant, in Tenant’s sole opinion, for the Permitted Use shall be at the sole cost and expense of Tenant and subject to Section 7. 7. Improvements; Alterations; Tenant’s Maintenance and Repair Obligations. (a) Improvements; Alterations. Except as provided elsewhere in this Lease, including, but not limited to, Sections 2(e) above, any improvements to the Premises shall be installed at Tenant’s expense only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord. Approval of such plans and specifications shall be governed by the provisions set forth in this Section 7(a). No alterations or physical additions in or to the Premises may be made without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord): (1) the Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms); (2) the exterior appearance of the Building, including painting or installing lighting or decorations, signs, window or door lettering, or advertising media; (3) the appearance of the Building’s common areas; or (4) the provision of services to other Building occupants. All alterations, additions, and improvements shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. Landlord’s consent also shall not be revoked or 6 rescinded once granted, unless such consent is withdrawn due to an imminent risk to public safety or health or a change in any applicable Law. (b) Repairs; Maintenance. Tenant shall, at Tenant’s sole cost and expense, maintain the Premises in a clean, neat and sanitary condition and shall keep the Premises and every part thereof in good condition and repair, less ordinary wear and tear, except where the same is required to be done by Landlord pursuant to the terms of this Lease. All of Tenant’s alterations and/or improvements are the property of the Landlord, and Tenant shall, upon the expiration or earlier termination of the Lease Term, surrender the Premises, including Tenant’s alterations and/or improvements, to Landlord, janitorial clean and in the same condition as when received, ordinary wear and tear excepted. Except as set forth herein or a subsequent agreement of the parties, Landlord has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement thereon or part thereof. Tenant shall pay for the cost of all repairs to the Premises not required to be made by Landlord and shall be responsible for any redecorating, remodeling, alteration and painting during the Lease Term as Tenant deems necessary. Tenant shall pay for any repairs to the Premises, the Building, Land and/or the Project made necessary by any negligence or intentional conduct of Tenant, as herein defined. (c) Performance of Work. All work described in this Section 7 shall be performed only by Tenant, Landlord or by contractors and subcontractors approved in writing by the contracting party. Tenant shall cause all of its contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s property management company and Landlord’s asset management company as additional insureds against such risks, in such amounts, as Landlord may reasonably require of not less than a combined single limit of $1,000,000. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Building (including the Premises, the Building’s Structure and the Building’s Systems). All such work which may affect the Building’s Structure or the Building’s Systems must be approved by the Building’s engineer of record, at Tenant’s expense. All work affecting the roof of the Building must be performed by a licensed and bonded roofing contractor, and no such work will be permitted if it would void or reduce the warranty on the roof. (d) Mechanic’s Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against the Premises or the Project in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten (10) days after Landlord has delivered notice of the filing thereof to Tenant (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, the Project or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest at the Default Rate from the time of Landlord’s payment, shall be paid by Tenant to Landlord within ten (10) days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor”, “owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other authorized representative of Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Tenant hereby covenants and agrees to notify all third parties that furnish any labor, services, materials, supplies or equipment with respect to any portion of the Premises that they are doing so at the direction of Tenant only, unless any such third parties are hired or engaged directly by Landlord. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Premises, the Project or Landlord’s interest therein 7 due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Without limiting the generality of the foregoing, Tenant shall notify Landlord in writing no later than one (1) day after the commencement of any work or the furnishing of any materials at or to the Project in order that Landlord shall be able to timely post and record Notices of Non-Responsibility. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure by Tenant to pay for any work performed, materials furnished, or obligations incurred by or at the request of Tenant. This indemnity provision shall survive termination or expiration of this Lease. (e) Janitorial Services. Landlord shall provide janitorial services to the Premises Monday through Friday, five (5) days per week (except for recognized federal and state holidays) but Tenant shall maintain the Premises in a clean and safe condition. Tenant shall store all trash and garbage in receptacles. Landlord shall, as part of Operating Costs, arrange for the regular pickup of such trash and garbage at times, and pursuant to reasonable regulations, established by Landlord from time to time. (f) Landlord’s Right to Perform Tenant’s Maintenance Obligations. Landlord may perform Tenant’s maintenance obligations at Tenant’s cost. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any damage to the Building caused by Tenant. If Tenant fails to make such repairs or replacements within fifteen (15) days after the occurrence of such damage, then Landlord may make the same at Tenant’s cost. If any such damage occurs on Landlord’s property other than the Premises, then Landlord may elect to repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance, repair or replacement work performed by Landlord under this Section 8, together with interest thereon at the Default Rate from the time of Landlord’s payment, shall be paid by Tenant to Landlord within thirty (30) days after Landlord has invoiced Tenant therefor. 8. Utilities; Licenses and Permits. (a) Utilities. Tenant shall, at its sole cost and expense, contract for and pay for all telephone and other communication utilities and services used at the Premises, together with any taxes, penalties, surcharges, connection charges, maintenance charges, and the like pertaining to Tenant’s use of the Premises. To the extent that any particular utility is not separately metered or sub-metered as provided above (e.g., water or sewer charges), Landlord shall allocate the expenses for such utility using the same computation as the Tenant’s Proportionate Share for Operating Costs and Taxes, unless Landlord can demonstrate, using credible evidence, that Tenant’s usage exceeds Tenant’s Proportionate Share. Tenant shall pay to Landlord, monthly as billed, as Additional Rent, Landlord’s charge for services furnished by Landlord to Tenant in excess of that agreed to be furnished by Landlord pursuant to this Lease, including, but not limited to: (a) any utility services utilized by Tenant during other than Building Hours or for computers, data processing equipment or other electrical equipment in excess of the amounts of electric current used for general office use in buildings comparable to the Building; and (b) climate control in excess of that agreed to be furnished by Landlord or provided at times other than Building Hours. After Building Hours HVAC usage shall be charged on the basis of Landlord’s actual cost, which is currently $7.50 per hour per zone, but subject to change during the Term of the Lease. Landlord shall not be liable for any interruption or failure of utility service to the Premises unless due to its own gross negligence or intentional misconduct. In any event, any such interruption or failure of utility service shall not constitute constructive eviction of Tenant or constitute a breach of any implied warranty, nor shall it entitle Tenant to any abatement of Tenant’s obligations hereunder unless it persists for a period greater than 72 hours and such interruption is caused in whole by Landlord’s own gross negligence or intentional misconduct. (b) Tenant acknowledges that Landlord’s predecessor in interest has entered into an agreement with Qwest Communications International, Inc. (CenturyLink) to provide telecommunications services, including video, voice and data services, to the Project. As such, Qwest/CenturyLink is the current provider (and preferred provider to the Project though Tenant is not contractually obligated to enter into a contract for their services) to most tenants and owners within the Project for these services. Tenant shall prior to or 8 promptly after the mutual execution of this Lease, meet with representatives of Qwest/CenturyLink for a presentation of the services provided by Qwest/Century Link. Tenant shall be obligated to use any replacement providers designated by Landlord and, at Landlord’s request, Tenant shall meet and reasonably cooperate with any replacement providers, provided Landlord has selected such replacement providers taking into consideration those procurement requirements and procedures applicable under State law or the City’s procurement code. (c) Landlord shall furnish reasonable amounts of electric current as required for the Permitted Use. Tenant’s use of electric energy in the Premises shall not at any time exceed the capacity of any of the risers, piping, electrical conductors and other equipment in or serving the Premises. In order to ensure that such capacity is not exceeded and to avert any possible adverse effect on the Building’s electric system, Tenant shall not, without Landlord’s prior written consent in each instance, connect any equipment other than that ordinarily used as office equipment to the Building’s electric system or make any alterations or additions to the Building’s electric system. Should Landlord grant such consent, all additional risers, piping and electrical conductors and other equipment therefor shall be provided by Landlord and the cost thereof shall be paid by Tenant within thirty (30) days after receipt of Landlord’s bill. As a condition to granting such consent, Landlord may require Tenant to pay the cost of additional electric energy that is made available to Tenant based upon the estimated additional capacity of such additional risers, piping and electrical conductors or other equipment. Landlord shall furnish cold water for drinking and cold and heated water for lavatory purposes to the Building Common Areas. (d) Licenses and Permits. Tenant shall, at its sole cost and expense, obtain, maintain and comply with all licenses, certificates and permits necessary for it to use the Premises in accordance with the Permitted Use and applicable Laws during the Term, and all extensions thereof, if any. Upon Landlord’s request, Tenant shall promptly deliver to Landlord copies of all such licenses, certificates and permits. (e) Landlord’s Right to Perform Tenant’s Obligations. If Tenant should fail to perform any of its obligations under this Section 8, then Landlord may, if it so elects but expressly without any obligation to do so, following the expiration of any applicable notice and cure period provided herein, in addition to any other remedies provided herein, make such payments. Any out-of-pocket sums expended by Landlord with respect to any of the foregoing, together with interest thereon at the Default Rate from the time of Landlord’s payment, shall be deemed to be Additional Rent owing by Tenant to Landlord and shall be due and payable within thirty (30) days after written request thereof. 9. Use. Tenant shall continuously occupy and use the Premises only for the Permitted Use, shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and shall not commit waste or subject the Premises to any use that would result in material damage to the Premises. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any Laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such Laws, as amended from time to time (the “Disabilities Acts”) in the Premises, but only to the extent Tenant made alterations or modifications to the Premises after the Commencement Date; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the common areas of the Building and for any pre-existing conditions or configuration of the space and attributes of the Premises prior to the Commencement Date. The Premises shall not be used for any use inconsistent with its designated use as general office and administrative space. Tenant shall conduct its business and control each employee, agent, contractor, guest and invitee so as not to create any nuisance or unreasonably interfere with other tenants (if any) or Landlord in its management of the Building. 10. Assignment and Subletting. (a) Transfers. Except as provided in Section 10(g), Tenant shall not, without the prior written consent of Landlord: (1) assign, transfer, or encumber this Lease or any estate or interest herein (2) sublet any portion of the Premises, (3) grant any license, concession, or other right of occupancy of any portion of 9 the Premises, or (4) permit the use of the Premises by any parties other than Tenant (each individually a “Transfer”). (b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that, in Landlord’s reasonable business judgment, the proposed transferee: (1) is creditworthy, in the opinion of Landlord acting reasonably; (2) has a good reputation in the business community; (3) will use the Premises only for the Permitted Use and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building or Project; (4) will not use the Premises, Building or Project in a manner that would materially increase the pedestrian or vehicular traffic to the Premises, Building or Project; (5) is not another occupant of the Building or Project; and (6) is not a person or entity with whom Landlord is then, or has been within the six (6)-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or Project, or any Affiliate of any such person or entity. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. (c) Request for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least fifteen (15) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written summary of terms and conditions of the proposed Transfer and the following information about the proposed transferee: name and address; information about its business and business history; its proposed use of the Premises; any publicly available banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer. (d) Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder in form and substance consistent with the standard commercial real estate practices and usage in the Glendale geographic area. Any transferee of less than all of the space of the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer and the original Tenant shall remain liable for that portion of the Premises not assumed by transferee. An approved Transfer of less than all of the Premises shall release Tenant from its obligations under this Lease for that portion of the Premises only. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents related to the portion of the Premise transferee assumed. Pursuant to the terms of any sublease, Tenant shall provide that any Permitted Transferee shall make payments of for its portion of Rent directly to Landlord during the term of any such sublease. Tenant or transferee shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment, which improvements shall be subject to Section 8 hereof. (e) Attornment by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be: (1) liable for any previous act or omission of Tenant under such sublease; (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant; (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment; (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant 10 shall look solely to Tenant for refund or reimbursement; or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section 10(e). The provisions of this Section 10(e) shall be self-operative, and no further instrument shall be required to give effect to this Section 10(e). (f) Cancellation. If Landlord consents to an assignment or subletting proposed by Tenant, Landlord shall cancel this Lease as to Tenant for that portion of the Premises approved to be sublet or assigned to transferee as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises to a transferee without liability to Tenant and may not seek any Rent or charges owed for that portion of the Premises from Tenant. (g) Permitted Transfers. Notwithstanding Section 10(a), Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “Permitted Transfer”) to an affiliate, department or division of Tenant (a “Permitted Transferee”) without the written consent of Landlord, but with at least ten (10) days prior written notice thereof. (h) Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Building, the Complex, Landlord or other tenants of the Building or Complex. No later than thirty (30) days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Transfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 10. 11. Insurance; Waivers; Subrogation; Indemnity. (a) Insurance. Tenant is self-insured and shall maintain insurance, including any excess insurance policies, in the amounts identified in Exhibit F hereto. (b) No Subrogation. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy of the types described in this Section 1 that covers the Project, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such loss. Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. (c) Indemnity. Subject to Section 11(b), Tenant shall defend with competent counsel satisfactory to Landlord any claims made or legal actions filed or threatened against Landlord with respect to the violation of any Law, or the death, bodily injury, personal injury, property damage, resulting from Tenant’s use or occupancy of the Premise, or resulting from Tenant’s grossly negligent or intentional activities in or about the Premises and/or Project. Tenant shall indemnify and hold Landlord, Landlord’s partners, principals, members, managers, employees, agents and contractors harmless from any loss liability, penalties, or expense whatsoever (including any loss attributable to vacant space which otherwise would have 11 been leased, but for such activities) resulting therefrom, except to the extent proximately caused by the gross negligence or willful misconduct of Landlord. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its cost utilizing counsel satisfactory to the indemnified party. 12. Subordination; Attornment; Notice to Landlord’s Mortgagee. (a) Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Project (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten (10) days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. (b) Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request; provided that such party recognizes Tenant’s rights under this Lease, except that such party shall not: (a) be liable for any act or omission of the original landlord under this Lease; (b) be subject to any offsets or defenses which Tenant might have against the original landlord under this Lease (prior to such party becoming landlord under this Lease); (c) be bound by any Rent or Additional Rent which Tenant might have paid to the original landlord under this Lease for more than the current month or more than one (1) month prior to the due date for the then current installment; (d) be liable for any deposits made or prepaid Rent paid by Tenant hereunder unless such deposits or payments have been transferred to such party; or (e) be bound by any amendment or modification of this Lease made without any required lessor’s or lender’s consent. (c) Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. (d) Landlord’s Mortgagee’s Protection Provisions. If Landlord’s Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord’s Mortgagee shall not be: (i) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any rent or additional rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord’s Mortgagee’s consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord’s Mortgagee’s consent pursuant to the terms of the loan documents between Landlord and Landlord’s Mortgagee; (5) bound by any exclusivity with respect to Permitted Use afforded 12 Tenant by Landlord; (6) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (7) subject to the offsets which Tenant might have against any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate to periods of time following the acquisition of the Building by Landlord’s Mortgagee, and (C) Tenant has provided written notice to Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Project. Nothing in this Lease shall be construed to require Landlord’s Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan. 13. Rules and Regulations. Tenant shall comply with the rules and regulations of the Project which are attached hereto as Exhibit C. Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Project and related facilities, provided that such changes are applicable to all tenants of the Project, will not unreasonably interfere with Tenant’s use of the Premises, are enforced by Landlord in a non- discriminatory manner and do not result in an increase to the Rent, Additional Rent or other fees and charges to be paid by Tenant. In the event Landlord’s proposed change of such rules and regulations may result in increase to the Rent, Additional Rent or other fees and charges to be paid by Tenant, such change may only be imposed with the consent of Tenant and by written modification of this Lease. Tenant shall be responsible for the compliance with such rules and regulations. 14. Condemnation. (a) Total Taking. If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “Taking”), this Lease shall terminate as of the date of the Taking. (b) Partial Taking – Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within thirty (30) days after the Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. (c) Partial Taking – Landlord’s Rights. If any material portion, but less than all, of the Building becomes subject to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within thirty (30) days after such Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 14(b). (d) Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a period of time of more than 30 days, Tenant may terminate this Lease at its sole election; provided, however, if Tenant is responsible, in whole or in part, for said Taking, this option to terminate this Lease shall be null and void and without force or effect. If Tenant does not elect to terminate this Lease due to such a temporary taking, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease, including the payment of Basic Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking, at Tenant’s sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall be entitled to receive the portion of such award which: (1) compensates Tenant for its loss of use of the Premises within the Term; and (2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section 14(d). 13 (e) Award. If a Taking by any party other than the City occurs, then Landlord shall receive the entire award or other compensation for the Land, the Building, and other improvements taken from the third party as decided by a court of competent jurisdiction; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have. The rights of Landlord and Tenant regarding any Taking shall be determined as provided in this Section, and each party hereby waives the provisions of any Law now or hereinafter enacted and/or otherwise allocate condemnation awards between Landlord and Tenant in the event of a Taking. 15. Fire or Other Casualty. (a) Repair Estimate. If the Premises or the Building are damaged by fire or other casualty (a “Casualty”), Landlord shall, within ninety (90) days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty. (b) Tenant’s Rights. If a material portion of the Premises or the Building is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within one hundred eighty (180) days after the commencement of repairs (the “Repair Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant; provided, however, that if such damage occurs within twelve (12) months of the last day of the Term and the time estimated to substantially complete the repair exceeds one hundred eighty (180) days after the commencement of repairs, then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant. (c) Landlord’s Rights. If a Casualty damages the Premises or a material portion of the Building and Landlord estimates: (1) that the damage to the Premises cannot be repaired within the Repair Period; (2) the damage to the Premises exceeds fifty percent (50%) of the replacement cost thereof (excluding foundations and footings); (3) such damage occurs during the last two years of the Term; (4) regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord’s insurance policies or Landlord makes a good faith determination that restoring the Building would be uneconomical; and (5) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant. (d) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as it existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any alterations or improvements within the Premises (except those made to the Premises by Landlord as provided in Section 2(e)) or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Building; all of the foregoing shall be repair or restored by Tenant, at Tenant’s sole expense, as soon as practicably able. Landlord’s obligation to repair or restore the Premises to substantially the same condition it was in prior to the Casualty occurring shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. If this Lease is terminated under the provisions of this Section 15, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises (e) Abatement of Rent. If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a dollar-to-dollar basis from the date of damage until the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless a Tenant caused such damage, in which case, Tenant shall continue to pay Rent without abatement. 14 (f) Exclusive Remedy. This Section 16 shall provide Tenant’s sole and exclusive remedy in the event of damage or destruction to the Premises or the Premises, and Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant’s rights under Arizona Revised Statutes §33-343. No damages, compensation or claim shall be payable by Landlord for any inconvenience, any interruption or cessation of Tenant’s business, or any annoyance, arising from any damage to or destruction of all or any portion of the Premises or the Building, except as provided in this Section 15. 16. Personal Property Taxes and Rent Taxes. (a) Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures, if applicable, placed by Tenant in the Premises. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, Landlord shall notify Tenant of such liability and Tenant shall promptly reimburse Landlord in full therefore. (b) Rent Taxes. Tenant shall promptly pay any privilege tax, sales tax, gross proceeds tax, excise tax, rent tax, occupancy tax, or like tax assessed by any federal, state, county, municipal or other governmental authority upon or measured by any rents, charges or other consideration payable by or otherwise required of Tenant under this Lease (“Rent Taxes”). If Tenant fails to pay any Rent Taxes in full when due and payable and Landlord become liable therefore, Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure of Tenant to promptly and fully pay said Rent Taxes when due and payable. 17. Events of Default. Each of the following occurrences shall be an “Event of Default”: (a) Payment Default. Tenant’s failure to pay Rent within five (5) days after the due date thereof under this Lease or Tenant’s failure to pay Landlord any other amount due and payable hereunder within fifteen (15) days after Landlord has delivered written notice to Tenant that the same is past due. Notwithstanding the foregoing, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if, during the immediately prior rolling twelve (12) month period, Tenant had failed to pay any amount under this Lease when due and Landlord has given Tenant written notice of such failure on two (2) or more occasions. (b) Abandonment. Tenant abandons the Premises if it leaves the Premises without advising Landlord in writing thereof for a period of fifteen (15) or more consecutive days and fails to continuously use the Premises for the Permitted Use as defined in this Lease; (c) Estoppel. Tenant fails to provide any estoppel certificate after Landlord’s written request therefor pursuant to Section 25(d) and such failure shall continue for fifteen (15) days after Landlord’s written notice thereof to Tenant; (d) Insurance. Tenant fails to maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Exhibit F; (e) Mechanic’s Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s lien filed against the Premises or the Project for any work performed, materials furnished, or obligation incurred by or at the request of Tenant, within the time and in the manner required by Section 8(d); (f) Other Defaults. Tenant’s failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than thirty (30) days after Landlord has delivered to Tenant written notice thereof; and 18. Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any one or more of the following actions: 15 (a) Continuance of Lease in Effect. Landlord may, at Landlord’s election, keep this Lease in effect and enforce, by an action at law or in equity, all of its rights and remedies under this Lease including, without limitation: (i) the right to recover the rent and other sums as they become due by appropriate legal action; (ii) the right to make payments required by Tenant, or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Default Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to prevent Tenant from violating the terms of this Lease and/or to compel Tenant to perform its obligations under this Lease, as the case may be. (b) Termination of Lease. Landlord may, at Landlord’s election, terminate this Lease by giving Tenant at least thirty (30) days’ written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any termination under this subparagraph shall not relieve Tenant from its obligation to pay to Landlord all Basic Rent and Additional Rent then or thereafter due, or any other sums due or thereafter accruing to Landlord, or from any claim against Tenant for damages previously accrued or then or thereafter accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease or constitute a termination of this Lease: (1) Appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (2) Consent to any subletting of the Premises or assignment of this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; or (3) Any action taken by Landlord or its partners, principals, members, officers, agents, employees, or servants, which is intended to mitigate the adverse effects of any breach of this Lease by Tenant, including, without limitation, any action taken to maintain and preserve the Premises on any action taken to relet the Premises or any portion thereof for the account at Tenant and in the name of Tenant. (c) Election to Terminate or Continue. In the event Tenant breaches this Lease and abandons the Premises, Landlord may terminate this Lease, but this Lease shall not terminate unless Landlord gives Tenant written notice of termination. If Landlord does not terminate this Lease by giving written notice of termination, Landlord may enforce all its rights and remedies under this Lease, including the rights and remedies provided by Section 18(a). (d) Rights and Remedies Upon Termination. In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to any and all remedies Landlord may have at law or in equity, including the recovery of the following damages with interest at the Default Rate thereon: (1) The worth, at the time of award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco, at the time of award plus one percent; and (2) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which would be likely to result therefrom, including without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises, (ii) expenses for returning the Premises to its original condition, for the purpose of reletting, including removal of existing leasehold improvements (iii) broker’s fees allocable to the remainder of the Term, advertising costs and other expenses of reletting the Premises; (iv) costs of carrying and maintaining the Premises, such as taxes, insurance premiums, utility charges and security precautions, (v) expenses incurred in removing, disposing of and/or storing any of Tenant’s personal property, inventory or trade fixtures remaining therein; (vi) reasonable attorney’s fees, expert witness fees, court costs and other reasonable expenses 16 incurred by Landlord (but not limited to taxable costs) in retaking possession of the Premises, establishing damages hereunder, and releasing the Premises; and (vii) any other expenses, costs or damages otherwise incurred or suffered as a result of Tenant’s default. (3) Landlord, however, has a duty to mitigate its damages and seek to relet the Premises in accordance with applicable Laws. 19. Non-Waiver; Cumulative Remedies. (a) No Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any future violation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (b) Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies each party may have at law or in equity, (2) shall be cumulative, and (3) may be pursued successively or concurrently as each party may elect. The exercise of any remedy by any party shall not be deemed an election of remedies or preclude any party from exercising any other remedies in the future. Additionally, Tenant shall defend, indemnify and hold harmless Landlord, Landlord’s Mortgagee and their respective representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys’ fees) arising from Tenant’s failure to perform its obligations under this Lease. 20. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, less ordinary wear and tear, and free of Hazardous Materials placed on the Premises during the Term and broom clean, condemnation and Casualty damage not caused by Tenant (as to which Sections 14 and 15 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its obligations hereunder, Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the Premises or elsewhere in the Building or within the Project by Tenant (but Tenant may not remove any such item which was paid for, in whole or in part, by Landlord or any wiring or cabling unless Landlord requires such removal). Additionally, at Landlord’s option, Tenant shall remove such alterations, additions, improvements, trade fixtures, personal property, equipment, wiring, conduits, cabling, and furniture (including Tenant’s Off-Premises Equipment) except those improvements installed by Landlord pursuant to Section 2(e), as Landlord may request; however, Tenant shall not be required to remove any addition or improvement to the Premises or the Project if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord’s option, be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord’s rights in respect of the security interest granted under Section 19. The provisions of this Section 20 shall survive the end of the Term. 21. Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over (a) Tenant shall pay the Rent payable during the last month of the Term plus an increase calculated using the Phoenix-Mesa-Scottsdale Consumer Price Index increase for the applicable holdover year and Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. The provisions of this Section 23 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other 17 liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom. 22. Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant’s occupancy of the Premises, Landlord shall have the following rights: (a) Building Operations. (1) to decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Project (but not the Premise), or any part thereof; (2) to enter upon the Premises (after giving Tenant reasonable notice thereof, which may be oral notice, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; (3) to interrupt or temporarily suspend Building services and facilities, except those services or facilities necessary to maintain public health and safety; (4) to change the name of the Building; and (5) to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building; (b) Security. (1) to take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants; (2) to evacuate the Building for cause, suspected cause, or for drill purposes; (3) to temporarily deny access to the Building; (4) to close the Building after normal business hours and on Sundays and holidays, subject, however, to Tenant’s right to enter when the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time; and (5) to require presentation of government-issued or other acceptable personal identification information or credentials to identify the person requesting access to the Building. (c) Prospective Purchasers and Lenders. To enter the Premises at all reasonable hours to show the Premises to prospective purchasers or lenders; (d) Prospective Tenants. At any time during the last twelve (12) months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default, to enter the Premises at all reasonable hours to show the Premises to prospective tenants; and (e) Telecommunication Facilities. To install, or permit third party tenants or licensees to install, telecommunications facilities within the Project, including, without limitation, on the Building. 18 23. Substitution Space. After the Commencement Date, Landlord may not relocate Tenant within the Building or to another building of like size, quality and location within the Project which is comparable in size, utility and condition to the Premises without reasonable cause. If Landlord relocates Tenant with such reasonable cause, Landlord shall pay or reimburse Tenant for Tenant’s actual, reasonable expenses for moving Tenant to the new location, including, but not limited to, moving personal property, installing any improvements or making alterations substantially similar to those already made by Landlord or Tenant at original Premises, and for reprinting Tenant’s stationery, business cards, signage, etc. of the same quality and quantity as Tenant’s original supply on hand immediately before Landlord’s notice to Tenant of the exercise of this relocation right. Upon such relocation, the relocation space shall be deemed to be the Premises and the terms of this Lease shall remain in full force and shall apply to the relocation space with equitable adjustment made for any change in square footage of the Premises. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section; however, if requested by Landlord, Tenant shall execute an appropriate amendment document within ten (10) business days after Landlord’s written request therefor. Tenant may object to such relocation and dispute any failure to pay any costs associated with any such relocation using any process provided herein or under any applicable State regulation or law. 24. Miscellaneous. (a) Landlord Transfer. Landlord may transfer any portion of the Project and any of its rights under this Lease. If Landlord assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, and the assignee shall be liable for Landlord’s obligations hereunder arising from and after the transfer date. Tenant retains the right to object to such transfer and/or terminate this Lease in the event of such Landlord transfer. (b) Landlord’s Liability. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Building shall be limited to Tenant’s actual direct damages, but may not include consequential, special, indirect or punitive damages therefor and shall be recoverable only from the equity interest of Landlord in the Building. Landlord (and its partners, shareholders or members) shall not be personally liable for any default or breach of this Lease. (c) Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. (d) Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten (10) days after Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord’s Mortgagee or a prospective purchaser or mortgagee of the Project, the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit D; provided, however, if Landlord’s Mortgagee or a prospective purchaser or mortgagee requires a different form estoppel certificate, Tenant shall use that form estoppel certificate to comply with this Section 24(d). If Tenant does not deliver to Landlord the certificate signed by Tenant within such time period, Landlord, Landlord’s Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts, which Tenant hereby represents and warrants to Landlord and the applicable third party requesting the estoppel certificate: (1) this Lease is in full force and effect, (2) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord, (3) not more than one (1) monthly installment of Basic Rent and other charges have been paid in advance, (4) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges, and (5) Landlord is not in default under this Lease. (e) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be: (1) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in this Lease; (2) hand delivered 19 to the intended addressee; (3) sent by a nationally recognized overnight courier service; or (4) sent by electronic transmission during normal business hours followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of the addressee. The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision. Landlord’s Address for all Notices: YAM WESTGATE, LLC c/o YAM Properties, LLC 15750 N. Northsight Boulevard Scottsdale, AZ 85255 Attention: Dan Dahl, Director of Real Estate Email: ddahl@yamproperties.com Telephone: 480-398-2543 City’s Address for all Notices: City of Glendale c/o Field Operations Department 6211 N. Myrtle Avenue Glendale, AZ 85301 Attention: Michelle Woytenko, Director Email: mwoytenko@glendaleaz.com Telephone: (623) 930-2613 (f) Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. (g) Amendments; Binding Effect. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by such party, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of a party to insist upon the performance by the other party in strict accordance with the terms hereof. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third party shall be deemed a third party beneficiary hereof. Time is strictly of the essence with respect to each party performing its obligations under this Lease. (h) Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease. (i) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. 20 (j) No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant. (k) Entire Agreement. This Lease, including the Exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto. (l) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. (m) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (n) Recording. This Lease is a public record as defined by the Arizona Public Records Law, as amended. Tenant may record this Lease or any memorandum of this Lease without the prior written consent of Landlord (o) Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damage or mold in or about the Premises or Project, Tenant shall promptly notify Landlord thereof in writing. (p) Financial Reports. Tenant’s most recent audited financial statements are a matter of public record and are prepared by an independent certified public accountant. Landlord may request a copy of the Tenant’s most recent annual financial statement. Tenant shall not be required to deliver the financial statements required under this Section 24(p) more than once in any twelve (12)-month period unless requested by Landlord’s Mortgagee or a prospective buyer or lender of the Building or an Event of Default occurs. (q) Landlord’s Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder (except any consent required or permitted under this Lease), Tenant will reimburse Landlord for Landlord’s reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in taking the proposed action, including reasonable attorneys’, engineers’ or architects’ fees, within thirty (30) days after Landlord’s delivery to Tenant of a statement of such costs. (r) Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to and within the Building, for the installation and operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any other transmission systems (“Telecommunications Services”), for part or all of Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior written consent. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Building, applicable Laws and Landlord’s policies and practices for the Building. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. 21 Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services. (s) Authority. Tenant hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Tenant has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so. (t) Security Service. Tenant acknowledges and agrees that, while Landlord may (but shall not be obligated to) patrol the Building, Landlord is not providing any security services with respect to the Premises or Tenant’s Off-Premises Equipment. Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any area where Tenant’s Off-Premises Equipment is located or any other breach of security with respect to the Premises or Tenant’s Off-Premises Equipment unless such loss is the result of Landlord’s gross negligence or intentional misconduct. (u) Prohibited Persons and Transactions. Tenant represents and warrants that neither Tenant nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, elected officials, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities. (v) List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A – Outline of Premises Exhibit B – Site Plan of the Project Exhibit C – Building Rules and Regulations Exhibit D – Form of Tenant Estoppel Certificate Exhibit E – Operating Costs and Taxes Exhibit F – Insurance 25. Environmental Requirements. (a) Prohibition against Hazardous Materials. Except for Hazardous Materials contained in products used by Tenant in reasonable quantities for ordinary cleaning and office purposes, Tenant shall not permit or cause any party to bring any Hazardous Materials upon the Project or transport, store, use, generate, manufacture, dispose, or release any Hazardous Materials on or from the Premises without Landlord’s prior written consent. Tenant, at its sole cost and expense, shall operate the Premises in strict compliance with all Environmental Requirements and all requirements of this Lease. Tenant shall complete and certify to disclosure statements as requested by Landlord from time to time relating to Tenant’s transportation, storage, use, generation, manufacture, or release of Hazardous Materials on the Premises, and Tenant shall promptly deliver to Landlord a copy of any notice of violation relating to the Premises of any Environmental Requirement. 22 (b) Environmental Requirements. The term “Environmental Requirements” means all Laws regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment including the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Toxic Substances Control Act and all state and local counterparts thereto, and any common or civil law obligations including nuisance or trespass, and any other requirements of Section 14 and Exhibit C of this Lease. The term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant that is or could be regulated under any Environmental Requirement or that may adversely affect human health or the environment, including any solid or hazardous waste, hazardous substance, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, synthetic gas, polychlorinated biphenyls (“PCBs”), and radioactive material). For purposes of Environmental Requirements, to the extent authorized by law, Tenant may be deemed to be a responsible party, “owner” and “operator” of Tenant’s “facility” or of Hazardous Materials brought on the Premises by Tenant and the wastes, by-products, or residues generated, resulting, or produced therefrom. (c) Removal of Hazardous Materials. Tenant, at its sole cost and expense, shall remove all Hazardous Materials stored, disposed of or otherwise brought onto the Premise by Tenant, in a manner and to a level satisfactory to the federal or state regulatory agency overseeing such removal or response action. Tenant shall perform such work at any time during the period of this Lease upon the written request of federal or state regulatory agency overseeing such removal or response action or, in such time period specified by such agency. If Tenant fails to perform such work within the time period specified by the applicable regulatory agency, Landlord may, at its discretion and without waiving any other right or remedy available under this Lease or at law or equity (including an action to compel Tenant to perform such work), perform such work in which event Tenant shall promptly reimburse Landlord in full for all cost and expense incurred by Landlord in connection therewith upon written notice by Landlord to Tenant. Such work performed by Landlord is on behalf of Tenant and Tenant remains the owner, generator, operator, transporter, and/or arranger of the Hazardous Materials for purposes of Environmental Requirements. Tenant shall not be required to perform or pay for costs incurred by Landlord or any third party in performing any removal or remedial action of any Hazardous Materials stored, disposed of or otherwise released brought onto the Premise by any party other than Tenant. If the removal work required of Tenant hereunder is not completed by the scheduled expiration of the Term, then the obligation to perform such removal shall survive any expiration or termination of this Lease. (d) Tenant’s Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including diminution in value of the Project and loss of rental income from the Project), claims, demands, actions, suits, damages (including punitive damages), expenses (including remediation, removal, repair, corrective action, or cleanup expenses), and costs (including actual attorneys’ fees, consultant fees or expert fees and including removal or management of any asbestos brought onto the Project or disturbed in breach of the requirements of this Section 26, regardless of whether such removal or management is required by Law) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials or any breach of the requirements under this Section 26 by a Tenant Party regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant under this Section 25 shall survive any expiration or termination of this Lease. (e) Inspections and Tests. Landlord shall have access to, and a right to perform inspections and tests of, the Premises to determine Tenant’s compliance with Environmental Requirements, its obligations under this Section 25, or the environmental condition of the Premises. Access to the Premises shall be granted to Landlord upon Landlord’s prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations. Such inspections and tests shall be conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental 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 assessment in no way waives any rights that Landlord holds against Tenant. Tenant shall promptly notify Landlord of any communication or report that Tenant makes to any governmental authority regarding any possible violation of Environmental Requirements or release or threat of release of any Hazardous Materials 23 onto or from the Premises. Tenant shall, within five (5) days of receipt thereof, provide Landlord with a copy of any documents or correspondence received from any governmental agency or other party relating to a possible violation of Environmental Requirements or claim or liability associated with the release or threat of release of any Hazardous Materials onto or from the Premises. (f) Tenant’s Financial Assurance in the Event of a Breach. In addition to all other rights and remedies available to Landlord under this Lease or otherwise, Landlord may, in the event of a breach of the requirements of this Section 6 that is not cured within thirty (30) days following notice of such breach by Landlord, require Tenant to provide financial assurance (such as insurance, escrow of funds or third party guarantee) in an amount and form satisfactory to Landlord. The requirements of this Section 25 are in addition to and not in lieu of any other provision in this Lease. 26. Parking. Tenant shall have the non-exclusive right, in common with other tenants of the Building to use up to eight (8) surface, uncovered, and unreserved parking spaces (based on four and one half (4.5) spaces per 1,000 usable square feet in the Premises) associated with the Building and Project. All such surface parking spaces shall be available to and at no charge to Tenant from 7:00 a.m. to 6:00 p.m, Monday through Friday, except for national or state holidays. Unless, otherwise designated by Landlord, such surface parking spaces shall be in common with other tenants in the Building and Project. Landlord reserves the right to initiate steps to control the parking utilization and location through gates, access cards, hang-tags or other means as appropriate. Landlord may designate the location for office tenant parking during the hours specified in this Section in certain areas of the Project including, but not limited to, the parking lot north of “AMC Theatres” and requiring office tenant compliance therewith. Landlord shall not be responsible for enforcing Tenant’s parking rights against third parties. Landlord shall not be responsible for enforcing Tenant’s parking rights against third parties. Reserved parking spaces are reserved only from 7:00 a.m. to 6:00 p.m. Monday through Friday, except for national or state holidays. 27. Other Provisions. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S PERMITTED USE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [Remainder of page intentionally left blank; signature page follows] 24 This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: YAM WESTGATE LLC, an Arizona limited liability company By: Dan Dahl, a Manager Execution Date: TENANT: CITY OF GLENDALE By: Name: Title: Execution Date: 6/29/23 EXHIBIT A OUTLINE OF PREMISES EXHIBIT A-1 DEPICTION OF TEMPORARY SPACE OPTION 1 EXHIBIT A-2 DEPICTION OF TEMPORARY SPACE OPTION 2 EXHIBIT B SITE PLAN OF THE PROJECT EXHIBIT C BUILDING RULES AND REGULATIONS The following rules and regulations shall apply to the Premises, the Building, the parking areas associated therewith, and the appurtenances thereto: 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building. 2. Plumbing (including outside drains and sump pumps), fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Building visible from the exterior of the Premises without the prior written consent of Landlord. Except as consented to in writing by Landlord or in accordance with Tenant’s building standard improvements, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection with any window or exterior door or doors of the Premises. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors, or windows which might appear unsightly from outside the Premises. 4. Tenant, at its expense, shall be responsible for providing all door locks in the Premises and shall provide to Landlord, at Tenant’s expense, contemporaneously with the installation of such devices, a master key, card keys, access codes or other means to allow Landlord immediate access to all areas within the Premises. Landlord shall provide, at a cost of Ten and No/100 Dollars ($10.00) per badge to be paid by Tenant, security access badge for each initial Tenant employee (one per employee) within the first three (3) months of the Lease Term and Tenant shall pay Twenty-Five and No/100 Dollars ($25.00) per badge for any replacement or additional badges thereafter. 5. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices as Landlord may require. All damages to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at the expense of such tenant. 6. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises. No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters. 7. Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them. Tenant shall not introduce, disturb or release asbestos or PCB’s into or from the Premises. 8. Tenant shall not keep in the Building any flammable or explosive fluid or substance. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises without the prior written consent of Landlord. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Building. 9. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. 10. Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like. 11. All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’s business operated in the Premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as a “billboard” vehicle in the parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant’s agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of $50.00 to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or booting of any vehicles belonging to a Tenant Party. 12. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompanied by Landlord or the Building manager. 13. Tenant shall not permit storage outside the Premises, including outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises. 14. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises. 15. Tenant shall not park or operate any semi-trucks or semi-trailers in the parking areas associated with the Building. 16. Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing. 17. Tenant shall not permit its employees, invitees or guests to smoke in the Premises or the lobbies, passages, corridors, elevators, vending rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building or permit its employees, invitees, or guests to loiter at the Building entrances for the purposes of smoking. Landlord may, but shall not be required to, designate an area for smoking outside the Building. EXHIBIT D FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned is the Tenant under the Lease (defined below) between YAM Westgate, LLC, an Arizona limited liability company, as Landlord, and the undersigned as Tenant, for the Premises on the __________ floor(s) of the office building located at _____________________, __________ and commonly known as _______________________, and hereby certifies as follows: 1. The Lease consists of the original Lease Agreement dated as of ___________, 20___ between Tenant and Landlord[’s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state “none”): The documents listed above are herein collectively referred to as the “Lease” and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease. 2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above. 3. The Term commenced on __________________, 20__ and the Term expires, excluding any renewal options, on _____________________, 20__, and Tenant has no option to purchase all or any part of the Premises or the Building or, except as expressly set forth in the Lease, any option to terminate or cancel the Lease. 4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state “none”): 5. All monthly installments of Basic Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through ______________. The current monthly installment of Basic Rent is $____________. 6. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 7. As of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge, claims or any basis for a claim, that the undersigned has against Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease. 8. No rental has been paid more than thirty (30) days in advance and no security deposit has been delivered to Landlord except as provided in the Lease. 9. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so. 10. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state. 11. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises. 12. All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord, Landlord’s Mortgagee or to a prospective mortgagee or prospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord’s Mortgagee and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiring such property. Executed as of ____________________, 20_. TENANT: City of Glendale By: Name: Title: EXHIBIT E OPERATING COSTS AND TAXES 1. Tenant shall pay to Landlord Tenant’s Proportionate Share of the annual Operating Costs (defined below) in excess of the Base Year Expenses. Landlord may make a good faith estimate of Tenant’s Proportionate Share of Operating Costs to be due by Tenant for any calendar year or part thereof during the Term on or before February 1st of each calendar year. During each calendar year or partial calendar year of the Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Basic Rent, an amount equal to the estimated Tenant’s Proportionate Share of Operating Costs for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the amount of Tenant’s Proportionate Share of Operating Costs to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Proportionate Share of Operating Costs payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of Tenant’s Proportionate Share of Operating Costs as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. 2. The term “Operating Costs” means all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project, determined in accordance with sound accounting principles consistently applied, including the following costs: (a) wages and salaries of all on-site employees engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees who perform a portion of their services in connection with the operation, maintenance or security of the Project), including taxes, insurance and benefits relating thereto; (b) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (c) cost of all utilities (including fuel, gas, electricity, water, sewer, and other services) for the common areas and other non-tenant areas of the Project (e.g., mechanical, electrical and telecommunications rooms) as reasonably determined by Landlord; (d) repairs, replacements, and general maintenance of the Project including paving and parking areas, roads, roof repairs, alleys and driveways, trash collection, sweeping and removal of trash for the common areas, mowing and snow removal, landscaping and exterior painting, the cost of maintaining utility lines, fire sprinklers and fire protection systems, exterior lighting, and mechanical and plumbing systems serving the Project; (e) fair market rental and other costs with respect to the management office for the Project; (f) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, and security of the Project (including alarm service, window cleaning, and elevator maintenance); (g) costs of professional services rendered for the general benefit of the Project; (h) environmental insurance or environmental management fees; (i) the cost of insurance premiums and any insurance deductibles for insurance required to be maintained by Landlord; and (j) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority or any new interpretations of any Law hereafter rendered with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion. 3. Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section 2(j) of this Exhibit E and except for items which are generally considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the like; (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4) depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes) (7) Taxes; (8) Insurance Costs; and (9) renovating or otherwise improving space for occupants of the Project or vacant space in the Project. 4. Tenant shall also pay Tenant’s Proportionate Share of the Taxes for each year and partial year falling within the Term. Tenant shall pay Tenant’s Proportionate Share of Taxes in the same manner and at the same time as provided above for Tenant’s Proportionate Share of Operating Costs. “Taxes” means taxes, assessments, and governmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project (or its operation), excluding, however, penalties and interest thereon and federal and state taxes on income (if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof). Taxes shall include the costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Project. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Project, and all rights to receive notices of reappraisement. 5. By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs and Taxes for the previous year (the “Operating Costs and Tax Statement”). If Tenant’s estimated payments of Operating Costs or Taxes under Paragraph 1 above for the year covered by the Operating Costs and Tax Statement exceed Tenant’s Proportionate Share of such items as indicated in the Operating Costs and Tax Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant’s estimated payments of Operating Costs or Taxes under Paragraph 1 above for such year are less than Tenant’s Proportionate Share of such items as indicated in the Operating Costs and Tax Statement, then Tenant shall promptly pay Landlord such deficiency. 6. With respect to any calendar year or partial calendar year in which the Building is not occupied to the extent of ninety-five percent (95%) of the rentable area thereof, or Landlord is not supplying services to ninety- five percent (95%) of the rentable area thereof, the Operating Costs for such period shall, for the purposes hereof, be increased to the amount which would have been incurred had the Building been occupied to the extent of ninety-five percent (95%) of the rentable area thereof and Landlord had been supplying services to ninety-five percent (95%) of the rentable area thereof. 7. Tenant’s Proportionate Share of the annual Operating Costs and/or Tenant’s Proportionate Share of the Taxes may be adjusted if land (and square footage) is added/deducted from the Project and such adjustment may have different impacts on Operating Costs and Taxes. EXHIBIT F INSURANCE 1. Tenant’s Insurance. Effective as of the earlier of (a) the date Tenant enters or occupies the Premises, or (b) the Commencement Date, and continuing throughout the Term, Tenant shall self-insure or maintain the following insurance coverage: (1) commercial general liability insurance in amounts of $3,000,000 per occurrence or, following the expiration of the initial Term, such other amounts as Landlord may from time to time reasonably require (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability, Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord’s property management company and Landlord’s asset management company against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant’s Off-Premises Equipment, (2) insurance covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord and Landlord’s Mortgagee as additional loss payees as their interests may appear, (3) insurance covering the full value of all furniture, trade fixtures and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Premises, (4) contractual liability insurance sufficient to cover Tenant’s indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant’s commercial general liability insurance policy), (5) worker’s compensation insurance, and (6) business interruption insurance. Tenant’s insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s policy will be excess over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance and such other evidence satisfactory to Landlord of the maintenance of all insurance coverages required hereunder at least ten (10) days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises, and at least fifteen (15) days prior to each renewal of said insurance, and Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days before cancellation or a material change of any such insurance policies. All such insurance policies, if any, shall be in form reasonably satisfactory to Landlord and issued by companies licensed to do business in the state in which the Premises is located and having an A.M. Best rating of at least A:X (or the equivalent of such rating) or otherwise approved in writing by Landlord. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus an administrative fee of fifteen percent (15%) of such cost. 2. Landlord’s Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance policies: (a) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable deductible if Landlord so chooses, (b) loss of rental income for not less than twelve (12) months, and (c) commercial general liability insurance in an amount of not less than $3,000,000. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respect to the Project shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. 3. Cost of Landlord’s Insurance. Tenant shall pay Tenant’s Proportionate Share of the cost of the property insurance, including any deductibles, and liability insurance carried by Landlord from time to time with respect to the Building (including other improvements and Landlord’s personal property used in connection therewith), which may include fire and extended coverage insurance (including extended and broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood, earthquake and rent loss insurance) and comprehensive general public liability insurance and excess liability insurance, in such amounts and containing such terms as Landlord deems necessary or desirable (collectively, “Insurance Costs”). During each month of the Term, Tenant shall make a monthly payment to Landlord equal to 1/12th of Tenant’s Proportionate Share of Insurance Costs that will be due and payable for that particular year. Each payment of Insurance Costs shall be due and payable at the same time as, and in the same manner as, provided above for Basic Rent. The initial monthly payment of Insurance Costs is based upon Landlord’s good faith estimate of Tenant’s Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment of Insurance Costs is subject to increase or decrease as determined by Landlord to reflect accurately Tenant’s Proportionate Share of estimated Insurance Costs. If, following Landlord’s receipt of the bill for the insurance premiums for a calendar year, Landlord determines that Tenant’s total payments of Insurance Costs are less than Tenant’s Proportionate Share of actual Insurance Costs, Tenant shall pay to Landlord the difference upon demand; if Tenant’s total payments of Insurance Costs are more than Tenant’s Proportionate Share of actual Insurance Costs, Landlord shall retain such excess and credit it to Tenant’s future payments of Insurance Costs (unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant).