ENHANCED USE LEASE 

BETWEEN 

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION 

AMES RESEARCH CENTER 

AND 

MOUNTAIN VIEW HOUSING VENTURES LLC 

FOR THE HOUSING DEVELOPMENT 

December 12, 2018 

MVHV Housing EULA FINAL SAA2 - 403430 

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NASA AMES RESEARCH CENTER 

ENHANCED USE LEASE 

Basic Lease Information 

Effective Date: December 31, 2018. 

Controlled Information 

Landlord: NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, an Agency of the 

United States, acting by and through Ames Research Center located at Moffett Field, California. 

Tenant: MOUNTAIN VIEW HOUSING VENTURES LLC, a California limited liability 

company, and its permitted successors and assigns. 

Premises: The improved real property described in Exhibit A-1 and depicted on Exhibit A-2 and 

Exhibit A-4 containing approximately 46.52 acres of gross land area, located at NASA Ames 

Research Center, Moffett Field, California. 

Property: The land, the buildings and other improvements known as NASA Ames Research 

Center, Moffett Field, California 94035 - 1000. 

Transition Term: . 

Initial Development Term: The period commencing immediately after the Transition Term and 

ending on December 31, 2025. 

Initial Term: The period commencing immediately after the Initial Development Term and 

ending on the Expiration Date, subject to the Parties' respective rights to terminate this Lease 

during the Initial Term in accordance with section 9.2. 

Commencement Date: January 1, 2021. 

Expiration Date: December 31, 2090. 

Base Rent (dollars per Lease Year): 

Security Deposit: 

Rent Payment Address: 

MVHV Housing EULA 

NASA Shared Service Center (NSSC)-

FMD Accounts Receivable 

Attn: For the Accounts of Ames Research Center 

(Agreement #SAA2-403430) 

Bldg. 1111, C Road 

SAA2 - 403430 

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Stennis Space Center, MS 39529 

Permitted Uses and Entitled Uses of the Premises: The Permitted Uses of the Premises shall be 

residential uses (including Ancillary Uses) and Retail Uses. The Entitled Uses of the Premises 

shall be limited to: (a) Housing Units (the "Entitled Housing Units") and all Required Core 

Space (as defined in section 1.147), (b) Square Feet of Ancillary Uses (the "Entitled 

Ancillary Use"), and (c) Square Feet for Retail Spaces (the "Entitled Retail Use"; 

together with the Entitled Housing Units, the Required Core Space, and the Entitled Ancillary 

Use collectively, the "Entitled Uses"). Notwithstanding anything to the contrary herein, 

Ancillary Uses consisting of outdoor or partially enclosed or covered spaces, facilities, courts, 

lawns, trails, gardens, pools, decks, porches and similar areas which, in each case, are designed 

to be utilized by residents of the Housing Units and their guests and invitees for sports, 

recreation, fitness, athletic, leisure and other similar activities, dining or picnicking, lounging, or 

other related uses shall be permitted as Ancillary Uses, but shall not be counted against the 

Square Feet limitation for the Entitled Ancillary Use. All Permitted Uses and Entitled 

Uses shall be consistent with the Housing MIMP attached hereto as Exhibit H. 

Landlord's Address: 

With a copy to: 

Tenant's Address: 

With a copy to: 

MVHV Housing EULA 

NASA Ames Research Center 

Attn: NASA Research Park 

Mail Stop 204-2 

P.O. Box 1 

Moffett Field, CA 94035-0001 

National Aeronautics and Space Administration 

Attn: Director, Facilities and Real Estate Division 

300 E. Street SW 

Washington DC 20546 

Mountain View Housing Ventures LLC 

c/o CRC Companies LLC 

4401 Wilson Boulevard, Suite 600 

Arlington, Virginia 22203 

Attn: 

CRC Companies LLC 

4401 Wilson Boulevard, Suite 600 

Arlington, Virginia 22203 

Attn: Corporate Counsel 

-iiSAA2 - 403430 

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The foregoing Basic Lease Information is incorporated in and made a part of the Lease 

to which it is attached. If there is any conflict between the Basic Lease Information and the 

Lease, the Basic Lease Information shall control. 

Tenant: 

MOUNTAIN VIEW HOUSING VENTURES 

LLC, a California limited liability company 

MVHV Housing EULA 

-lllLandlord: 

NATIONAL AERONAUTICS AND 

SP ACE ADMINISTRATION, 

an Agency of the United States 

By

Calvin Williams 

Assistant Administrator 

For Strategic Infrastructure 

B Y

Deo rah L. Feng 

Associate Director 

NASA Ames Research Center 

SAA2 - 403430 

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TABLE OF CONTENTS 

Article 

ARTICLE 1 Definitions ................................................................................................................. 2 

1.1 Additional Information .......................................................................................... 2 

1.2 Additional Rent ...................................................................................................... 2 

1.3 Adjustment Event. .................................................................................................. 2 

1.4 Affiliate .................................................................................................................. 3 

1.5 Affordable Housing Unit ....................................................................................... 3 

1.6 Alterations .............................................................................................................. 3 

1.7 Ancillary Uses ........................................................................................................ 3 

1.8 APD ........................................................................................................................ 4 

1.9 Applicable Laws .................................................................................................... 4 

1.10 Applicable Environmental Policy and Guidance Documents ................................ 4 

1.11 APR ........................................................................................................................ 4 

1.12 Area Median Income .............................................................................................. 4 

1.13 Archeological Resources Study ............................................................................. 4 

1.14 Assignment ............................................................................................................ 4 

1.15 Authorized Representatives ................................................................................... 5 

1.16 Base Rent ............................................................................................................... 5 

1.17 Base Rent Percentage ............................................................................................. 5 

1.18 Basis for Appraisal ................................................................................................. 5 

1.19 .............................................................. 6 

1.20 Building Systems ................................................................................................... 6 

1.21 .-CANG .................................................................................................................... 6 

1.22 CANG Agreements ................................................................................................ 6 

1.23 CANG Permitted Area ........................................................................................... 6 

1.24 Capital Expenditures .............................................................................................. 6 

1.25 Capital Improvements ............................................................................................ 6 

1.26 CBO ....................................................................................................................... 7 

1.27 Center Director ....................................................................................................... 7 

1.28 CERCLA ................................................................................................................. 7 

1.29 Claims ............... : .................................................................................................... 7 

1.30 Commencement of Construction ........................................................................... 7 

1.31 Commencement Date ............................................................................................. 7 

1.32 Conceptual Development Plan ............................................................................... 7 

1.33 Construction Contract ............................................................................................ 7 

1.34 Construction Provisions ......................................................................................... 7 

1.35 Demand Services ................................................................................................... 7 

1.36 Demolition Plan ..................................................................................................... 8 

1.37 Design and Construction Documents ..................................................................... 8 

1.38 Dispute Notice ....................................................................................................... 8 

1.39 DTSC ..................................................................................................................... 8 

1.40 Effective Date ........................................................................................................ 8 

1.41 Effective Gross Income .......................................................................................... 8 

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1.42 EIS .......................................................................................................................... 9 

1.43 Eligible Affordable Housing Tenants .................................................................... 9 

1.44 Entitled Use ............................................................................................................ 9 

1.45 Environmental Agreements ................................................................................... 9 

1.46 Environmental Laws .............................................................................................. 9 

1.4 7 Environmental Oversight Services ........................................................................ 9 

1.48 Environmental Reports ........................................................................................ 10 

1.49 EPA ...................................................................................................................... 10 

1.50 Equity Transaction ............................................................................................... 10 

1.51 Event of Default ................................................................................................... 10 

1.52 Excluded Contractor ............................................................................................ 10 

1.53 ..................................................................................................... 10 

1.54 Existing Environmental Conditions ..................................................................... 10 

1.55 Existing Tenant Agreements ................................................................................ 11 

1.56 Expiration Date .................................................................................................... 11 

1.57 FF&E .................................................................................................................... 11 

1.58 Financial Closing ................................................................................................. 11 

1.59 Financial Closing Deadline .................................................................................. 11 

1.60 .................................................................................................... 12 

1.61 Financing Transaction .......................................................................................... 12 

1.62 Fiscal Year ........................................................................................................... 12 

1.63 Force Majeure Delay ............................................................................................ 12 

1.64 Full Insurable Replacement Value ....................................................................... 12 

1.65 Government .......................................................................................................... 13 

1.66 GSA ...................................................................................................................... 13 

1.67 Hazardous Material .............................................................................................. 13 

1.68 Housing EIMP ..................................................................................................... 13 

1.69 Housing Management Plan .................................................................................. 13 

1. 70 Housing MIMP .................................................................................................... 13 

1.71 Housing Natural Resources Management Plan .................................................... 13 

1. 72 Housing Project. ................................................................................................... 14 

1. 73 Housing TDM Plan .............................................................................................. 14 

1.74 Housing Unit ........................................................................................................ 14 

1.75 HPSR .................................................................................................................... 14 

1.76 Improvement ........................................................................................................ 14 

1.77 Infrastructure Construction Documents ............................................................... 14 

1.78 Infrastructure Improvements ................................................................................ 14 

1. 79 Infrastructure Parcel ............................................................................................. 14 

1.80 Initial Development Term .................................................................................... 14 

1.81 Initial Housing Phase ........................................................................................... 14 

1.82 Initial Housing Phase Parcels ............................................................................... 15 

1.83 Initial Project ........................................................................................................ 15 

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1.84 Initial Stipulated Effective Gross Income ............................................................ 15 

1.85 Initial Term .......................................................................................................... 15 

1.86 Land Use Controls ............................................................................................... 15 

1.87 Landlord ............................................................................................................... 15 

1.88 .................................................................................................... 16 

1.89 Landlord Reserved Spaces ................................................................................... 16 

1.90 Lease .................................................................................................................... 16 

1.91 Lease Year ........................................................................................................... 16 

1.92 Maintenance Cost Review Date ........................................................................... 16 

1.93 Maintenance Costs ............................................................................................... 16 

1.94 Market Shut-Down Event .................................................................................... 16 

1.95 Memorandum of Lease ........................................................................................ 17 

1.96 MEW Companies ................................................................................................. 17 

1.97 MEW Coordination Agreement ........................................................................... 17 

1.98 MEW ROD .......................................................................................................... 17 

1.99 Minimum Final Housing Phase ........................................................................... 17 

1.100 Minimum Final Housing Phase Parcels ............................................................... 18 

1.101 Mishap .................................................................................................................. 18 

1.102 Modified ISP Services ......................................................................................... 18 

1.103 Mortgage .............................................................................................................. 18 

1.104 Mortgagee ............................................................................................................ 18 

1.105 NADP MIMP ....................................................................................................... 18 

1.106 NADP TOM Plan ................................................................................................. 18 

1.107 NASA ................................................................................................................... 18 

1.108 NASA ARC ......................................................................................................... 19 

1.109 NASA ARC Regulations ..................................................................................... 19 

1.110 Navy ..................................................................................................................... 19 

1.111 Navy Memorandum of Understanding ................................................................ 19 

1.112 NEPA ................................................................................................................... 19 

1.113 NHPA ................................................................................................................... 19 

1.114 NPD ...................................................................................................................... 19 

1.115 NPR ...................................................................................................................... 19 

1.116 NRP Design Review Board ................................................................................. 19 

1.117 Off-Site Improvements ........................................................................................ 19 

1.118 ............................................................................................. 20 

1.119 Parcel. ................................................................................................................... 20 

1.120 Park and Recreation Improvements ..................................................................... 20 

1.121 Parking Ratio ....................................................................................................... 20 

1.122 Partial Taking ....................................................................................................... 20 

1.123 Party ..................................................................................................................... 20 

1.124 Permitted Activities ............................................................................................. 20 

1.125 Permitted Materials .............................................................................................. 20 

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1.126 Permitted Use ....................................................................................................... 20 

1.127 Personal Property ................................................................................................. 20 

1.128 Phase of Improvements ........................................................................................ 21 

1.129 Plans in Progress .................................................................................................. 21 

1.130 Points of Connection ............................................................................................ 21 

1.131 Post-Construction Assignment.. ........................................................................... 21 

1.132 Pre-Construction Assignment .............................................................................. 21 

1.133 Premises ............................................................................................................... 21 

1.134 Product Data ......................................................................................................... 21 

1.135 Project .................................................................................................................. 22 

1.136 Project Description ............................................................................................... 22 

1.137 Project Schedule ................................................................................................... 22 

1.138 Property ................................................................................................................ 22 

1.139 Qualified Appraiser .............................................................................................. 22 

1.140 Qualified Leasing Management Company .......................................................... 22 

1.141 Quitclaim Deed .................................................................................................... 22 

1.142 RAB ..................................................................................................................... 22 

1.143 RCRA ................................................................................................................... 22 

1.144 Reconveyance ...................................................................................................... 22 

1.145 Redevelopment ................................................ ; ................................................... 23 

1.146 Rent ...................................................................................................................... 23 

1.147 Required Core Space ............................................................................................ 23 

1.148 Retail Management Plan ...................................................................................... 23 

1.149 Retail Project ........................................................................................................ 23 

1.150 Retail Space ......................................................................................................... 23 

1.151 Retail Uses ........................................................................................................... 23 

1.152 Retrocession Date ................................................................................................ 23 

1.153 RFP ...................................................................................................................... 23 

1.154 ROD ..................................................................................................................... 23 

1.155 RWQCB ............................................................................................................... 24 

1.156 Samples ................................................................................................................ 24 

1.157 SCVWD ............................................................................................................... 24 

1.158 Section 106 ........................................................................................................... 24 

1.159 Shop Drawings ..................................................................................................... 24 

1.160 SHPO ................................................................................................................... 24 

1.161 Square Feet ........................................................................................................... 24 

1.162 Street Improvements ............................................................................................ 24 

1.163 Subject Property ................................................................................................... 24 

1.164 Sublease of Space ................................................................................................ 24 

1.165 Sublease Rents ..................................................................................................... 25 

1.166 Subsequent Improvement Phase .......................................................................... 25 

1.167 Subsequent Improvement Phase Parcels .............................................................. 25 

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1.168 Support Agreement .............................................................................................. 25 

1.169 Switchgear C ........................................................................................................ 25 

1.170 Taking .................................................................................................................. 25 

1.171 Technical Submittal ............................................................................................. 26 

1.172 Temporary Construction License ......................................................................... 26 

1.173 Temporary Taking ............................................................................................... 26 

1.174 Tenant .................................................................................................................. 26 

1.175 Tenants' Association ............................................................................................ 26 

1.176 Tenant's Related Entities ..................................................................................... 26 

1.177 Term ..................................................................................................................... 26 

1.178 Total Taking ......................................................................................................... 26 

1.179 Transfer ................................................................................................................ 27 

1.180 Transfer of Ownership ......................................................................................... 27 

1.181 Transition Term ................................................................................................... 27 

1.182 Transportation Management Association ............................................................ 27 

1.183 UST ...................................................................................................................... 27 

1.184 Utility ................................................................................................................... 27 

1.185 Utility Plan ............................................................................... : ........................ ; .. 28 

1.186 Utility Transition Date ......................................................................................... 28 

1.187 Value of the Site ................................................................................................... 28 

ARTICLE 2 Premises .................................................................................................................. 29 

2.1 Lease of Premises ................................................................................................ 29 

2.2 Common Areas .................................................................................................... 29 

2.3 Landlord's Easement Rights ................................................................................ 29 

2.4 Landlord's Grant of Other Rights ........................................................................ 30 

2.5 Landlord's Rights during the Transition Term .................................................... 31 

2.6 Landlord's Reservation of Rights during Term ................................................... 31 

2.7 Tenants' Associations .......................................................................................... 33 

2.8 Transportation Management Associations ........................................................... 33 

2.9 Housing Management Plan .................................................................................. 33 

2.10 Retail Management Plan ...................................................................................... 34 

ARTICLE 3 Term34 

3.1 Transition Term ................................................................................................... 34 

3.2 Initial Development Term .................................................................................... 36 

3.3 Initial Term .......................................................................................................... 37 

3.4 No Holdover ......................................................................................................... 37 

3.5 Surrender of the Premises .................................................................................... 37 

3.6 Documentation upon Termination or Partial Termination ................................... 38 

ARTICLE 4 Rent 39 

4.1 Base Rent ............................................................................................................. 39 

4.2 Security Deposit ................................................................................................... 42 

4.3 Additional Rent .................................................................................................... 42 

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4.4 Procedures for Additional Rent ........................................................................... 43 

4.5 Initial Payments ................................................................................................... 44 

4.6 ....................................................................................................... 44 

4.7 Taxes Payable by Tenant ..................................................................................... 44 

4.8 Rent Payments ..................................................................................................... 45 

4.9 ............................................................................................... 46 

ARTICLE 5 Use of the Premises ................................................................................................. 46 

5.1 Permitted Use ....................................................................................................... 46 

5.2 Environmental Requirements ............................................................................... 46 

5.3 ................................................................................................. 49 

5.4 Compliance with Law .......................................................................................... 49 

5.5 Environmental Stewardship and Sustainability ................................................... 51 

5.6 NEPA Requirements ............................................................................................ 52 

5.7 Entry by Landlord ................................................................................................ 52 

5.8 Parcelization ......................................................................................................... 53 

ARTICLE 6 Existing Environmental Conditions ........................................................................ 55 

6.1 Acknowledgment by Tenant ................................................................................ 55 

6.2 MEW Coordination Agreement ........................................................................... 55 

6.3 Generator Status ................................................................................................... 55 

6.4 Benefit of Indemnification ................................................................................... 56 

6.5 Cooperation in Obtaining Other Benefits ............................................................ 56 

6.6 Lead-Based Paint, PCB-Contaminated Paint and Asbestos Management 

Plan ...................................................................................................................... 57 

6.7 Land Use Controls ............................................................................................... 57 

6.8 Staging Area ......................................................................................................... 57 

6.9 Existing Environmental Conditions ..................................................................... 57 

6.10 Landlord Environmental Responsibilities ............................................................ 57 

ARTICLE 7 Utilities and Demand Services ................................................................................ 57 

7.1 Landlord's Responsibilities ................................................................................. 57 

7.2 Tenant's Responsibilities ..................................................................................... 59 

ARTICLE 8 Maintenance and Repairs ........................................................................................ 59 

8.1 Obligations of Landlord ....................................................................................... 59 

8.2 Obligations of Tenant .......................................................................................... 59 

ARTICLE 9 Construction oflmprovements ................................................................................ 60 

9.1 Construction of Improvements ............................................................................ 60 

9.2 Failure to Timely Complete Financial Closing .................................................... 60 

9.3 Historic Preservation ............................................................................................ 61 

9.4 Signs ..................................................................................................................... 62 

ARTICLE 10 Capital Improvements and Alterations ................................................................. 62 

IO.I Tenant's Obligation for Capital Improvements ................................................... 62 

10.2 Alterations by Tenant ........................................................................................... 62 

10.3 Plans and Specifications ...................................................................................... 62 

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l 0.4 Permits ................................................................................................................. 63 

10.5 Other Provisions ................................................................................................... 63 

ARTICLE 11 Indemnification and Insurance .............................................................................. 63 

11.1 Damage or Injury ................................................................................................. 63 

11.2 Insurance Coverages and Amounts ...................................................................... 65 

11.3 Insurance Requirements ....................................................................................... 66 

11.4 Subrogation .......................................................................................................... 67 

ARTICLE 12 Assignment and Subletting ................................................................................... 68 

12.1 Financing Transaction .......................................................................................... 68 

12.2 Pre-Construction Assignment .............................................................................. 68 

12.3 Post-Construction Assignment.. ........................................................................... 68 

12.4 Sublease of Space ................................................................................................ 69 

12.5 Transactions with Affiliates and Other Permitted Transfers ............................... 70 

12.6 Procedure ............................................................................................................. 70 

12. 7 Completion of Transfer ........................................................................................ 71 

12.8 Other Requirements ............................................................................................. 71 

ARTICLE 13 Mortgages .............................................................................................................. 71 

13 .1 Right to Mortgage ................................................................................................ 71 

13.2 Mortgagee's Rights .............................................................................................. 72 

13 .3 Cure by Mortgagee .............................................................................................. 72 

13.4 New Lease ............................................................................................................ 73 

13.5 Mortgagee Consent to Modification of Lease ..................................................... 74 

13.6 Notice ................................................................................................................... 74 

13.7 Modification for Mortgagee ................................................................................. 75 

ARTICLE 14 ........................................................................... 75 

14.1 ................................................................................................ 75 

14.2 .......................................................................................................... 76 

14.3 Continuation ......................................................................................................... 77 

14.4 Remedies Cumulative .......................................................................................... 77 

14.5 Tenant's Primary Duty ......................................................................................... 77 

14.6 Abandoned Property ............................................................................................ 77 

14.7 Landlord Default .................................................................................................. 78 

ARTICLE 15 Damage or Destruction ......................................................................................... 78 

15 .1 Restoration ........................................................................................................... 78 

15.2 Termination of Lease ........................................................................................... 78 

ARTICLE 16 Eminent Domain ................................................................................................... 79 

16.1 Notice of Taking .................................................................................................. 79 

16.2 Total Taking ......................................................................................................... 79 

16.3 Partial Taking ....................................................................................................... 79 

16.4 Abatement of Rent ............................................................................................... 79 

16.5 Temporary Taking ............................................................................................... 80 

ARTICLE 17 Sale or Conveyance; Estoppel Certificates ........................................................... 80 

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17 .1 Sale or Conveyance of the Property ..................................................................... 80 

17 .2 Estoppel Certificates ............................................................................................ 80 

17.3 ........................................................................... 81 

ARTICLE 18 Notices .................................................................................................................. 81 

18.1 Method ................................................................................................................. 81 

18.2 Mishaps ................................................................................................................ 81 

18.3 Current Officials .................................................................................................. 82 

ARTICLE 19 Miscellaneous ........................................................................................................ 82 

19.1 General ................................................................................................................. 82 

19.2 Delay .................................................................................................................... 82 

19.3 Cooperation; Further Assurances ......................................................................... 83 

19.4 ............................................................................................... 83 

19.5 No Waiver ............................................................................................................ 84 

19 .6 No Merger of Title ............................................................................................... 84 

19.7 No Third Party Beneficiary .................................................................................. 85 

19.8 Representations and Warranties of Tenant .......................................................... 85 

19.9 Representations and Warranties of Landlord ....................................................... 85 

19.10 Exhibits ................................................................................................................ 86 

19.11 Broker(s) .............................................................................................................. 86 

19 .12 Waivers of Jury Trial and Certain Damages ........................................................ 86 

19 .13 Entire Agreement ................................................................................................. 86 

19 .14 Governing Law .................................................................................................... 87 

19 .15 Anti - Deficiency Act .......................................................................................... 87 

Exhibit A - Diagrams 

Exhibit A-1 - Legal Description of Premises 

Exhibit A-2 - Boundary Survey 

Exhibit A-3 - Legal Description of Property 

Exhibit A-4 - Site Diagram of Premises 

Exhibit A-5 - Initial Housing Phase Parcels 

Exhibit A-6 - Minimum Final Housing Phase Parcels 

Exhibit B - Conceptual Development Plan and Project Schedule 

Exhibit B-1 - Project Description 

Exhibit B-2 - Conceptual Development Plan 

Exhibit B-3 - Project Schedule 

Exhibit C - Construction Provisions 

Exhibit C-1 - Construction Code Matrix 

Exhibit D - Housing EIMP 

Exhibit E - Schedule of Environmental Disclosures 

Exhibit E-1 - List of Environmental Agreements 

Exhibit E-2 - List of Environmental Reports 

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Exhibit E-3 - Environmental Baseline Study/Disclosure of Existing Environmental 

Conditions 

Exhibit E-4 - Record of Decision 

Exhibit F -Housing Natural Resources Management Plan 

Exhibit G - Housing Management Plan 

Exhibit H - Housing MIMP 

Exhibit H-1 -Applicable Provisions of the ROD 

Exhibit I - Housing TOM Plan 

Exhibit J - Schedule of Landlord Reserved Spaces 

Exhibit K - Maintenance Costs of Off-Site Improvements 

Exhibit L - Memorandum of Lease 

Exhibit M - MEW Coordination Agreement 

Exhibit N - List of NASA ARC Regulations 

Exhibit O - Utility Plans 

Exhibit 0-1 - Domestic Water 

Exhibit 0-2- Storm Water 

Exhibit 0-3 - Sanitary Sewer 

Exhibit 0-4- Natural Gas (PG&E) 

Exhibit 0-5 - Electrical (PG&E) 

Exhibit 0-6 - Telecom 

Exhibit 0-7 - Reclaimed Water 

Exhibit P- Schedule of Existing Tenant Agreements 

Exhibit P-1 -CANG Permitted Area 

Exhibit P-2 - Diagram of Existing Tenant Agreements 

Exhibit O - Retail Management Plan 

Exhibit R - Off-Site Improvements 

Exhibit R-1 - Street Improvements 

Exhibit S - Form of Support Agreement 

Exhibit T-Form of Temporary Construction License 

Exhibit U - Building Height Restrictions 

Exhibit V - Demolition Plan 

Exhibit W - Infrastructure Improvements 

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NASA AMES RESEARCH CENTER 

ENHANCED USE LEASE 

Controlled Information 

This Lease (as defined in section 1.90) is made as of the Effective Date (as defined in 

section 1 .40), by and between Landlord (as defined in section 1.87) and Tenant (as defined in 

section 1.174). This Lease is made under the authority of 51 U.S.C. § 20145, with reference to 

the following facts: 

RECITALS 

A. Landlord is committed to using its resources to the greatest public benefit and thus 

will take advantage of its unique capabilities, stock of land, and facilities. 

B. Landlord desires to enter into this Lease for the Premises ( as defined in section 

1.133), which constitutes a limited portion of the Property (as defined in section 1.138). Landlord, 

acting by and through NASA ARC (as defined in section 1.107), in collaboration with the cities of 

Sunnyvale and Mountain View and other cooperating agencies, prepared an EIS (as defined in 

section 1.42) to study the development and reuse of the Property. Public input on the EIS took 

place over approximately two (2) years, and the EIS was adopted in November 2002. Housing is a 

key mitigation component of the EIS and the ROD (as defined in section 1.154). Landlord has now 

agreed to lease the Premises to Tenant on the terms and conditions set forth in this Lease. 

C. Landlord and GSA (as defined in section 1.66) partnered to issue a RFP (as defined 

in section 1.153) for the housing development opportunity. Tenant submitted a proposal in response 

to the RFP, which was determined by Landlord and GSA to be the proposal best-suited to meet 

Landlord's goals set forth in the RFP. Tenant was selected as the preferred selected lessee as 

described in the RFP. 

D. Tenant desires to enter into this Lease for the purpose of designing, developing, 

financing, constructing, leasing, and managing a housing project funded by private capital on the 

Premises. 

E. The Premises are not being provided to Tenant as government furnished property 

under any Government (as defined in section 1.65) contract or subcontract, and there is no intention 

for Rent to be charged or submitted for payment as a direct or indirect cost or charge under any such 

Government contract or subcontract. 

F. Neither Landlord nor the Government is or will be a party to any of the construction 

contracts supporting the construction of the Project. Tenant shall develop and construct the Project 

at its sole cost and expense. The Project will be developed and constructed solely through the 

expenditure of private funds and the performance of construction contracts between Tenant and 

private contractors. Neither the State of California nor any political subdivision of the State of 

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California has furnished plans, specifications, or criteria for the development or construction of the 

Project. No awarding bodies of the State of California has controlled or carried out or will control or 

carry out the development or construction of the Project. None of the square footage of the Project 

has been or is intended to be leased to the State of California or any political subdivision of the State 

of California. 

G. Upon completion of the Project, neither Landlord nor the Government will own any 

portion of the Project, operate any portion of the Project, occupy any space within the Project, or 

offer any government services out of the Project (other than the Off-Site Improvements (as defined 

in section I.I 17)). Further, as of the Expiration Date of this Lease, title to the Project shall be 

transferred from Tenant to a successor tenant that will manage the housing development (which 

shall be determined through a subsequent solicitation process). 

NOW, THEREFORE, the Parties agree as follows. 

ARTICLE 1 

Definitions 

In addition to other terms that may be defined in this Lease, the following terms as used 

in this Lease shall have the following meanings, applicable, as appropriate, to both the singular 

and plural forms of the terms herein defined. 

1.1 Additional Information. "Additional Information" means such other information, 

drawings (architectural, engineering, mechanical/electrical/plumbing or otherwise, and stamped 

by an appropriate design professional), calculations (architectural, engineering, mechanical/ 

electrical/plumbing or otherwise, and stamped by an appropriate design professional) or other 

materials that Landlord Representative (as defined in the Construction Provisions) may 

reasonably require in connection with a change proposed by Tenant pursuant to the Construction 

Provisions (as defined in section 1.34 or a Technical Submittal (as defined in section 1.171). 

1.2 Additional Rent. "Additional Rent" means all charges, costs, expenses and other 

amounts ( other than Base Rent ( as defined in section 1.16) that Tenant is required to pay to 

Landlord under this Lease, 

. 

1.3 Adjustment Event. 

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1.4 Affiliate. "Affiliate" means, with respect to Tenant, any other person or entity 

controlled by, controlling or under common control therewith. As used in this definition, 

"control" (and the correlative terms "controlled by" and "controlling") means the possession, 

directly or indirectly, of the power to direct or cause the direction of management and policies of 

the business and affairs of the person entity in question by reason of the ownership of beneficial 

interests, by contract or otherwise. 

1.5 Affordable Housing Unit. "Affordable Housing Unit" has the meaning set forth 

in the Housing Management Plan (as defined in section 1.69). 

1.6 Alterations. "Alterations" means, with respect to each building or other 

improvement located on the Premises, any improvements, additions, renovations, remodeling, 

retrofitting, rehabilitation, restoration or other alterations of or to that building or other 

improvement. With respect to any building or other improvement which is part of an Initial 

Project (as defined in section 1.83), Alterations means any improvements, additions, renovations, 

remodeling, retrofitting, reconstruction, rehabilitation, restoration or other alterations of or to that 

building or other improvement occurring after the applicable Initial Project is complete. 

Notwithstanding the foregoing provisions of this section, Alterations exclude all Capital 

Improvements ( as defined in section 1.24) and Redevelopment ( as defined in section 1.145). 

1.7 Ancillary Uses. "Ancillary Uses" means uses located in and on the Premises that 

primarily serve the residents of the Housing Units, which include: property management, leasing, 

and marketing facilities; active and passive sports and recreation facilities; indoor pools, sport 

courts, and fitness centers; community centers, game rooms, bike repair and storage, business 

centers, community rooms, lounges, party rooms, resident storage areas, banking facilities, 

vending areas; and other support space and amenities found in residential developments and are 

to be contained within the Housing Project and/or parcels designated for primarily the Housing 

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Project. Ancillary Uses shall not include Retail Uses or the uses associated with the Required 

Core Space. 

1.8 APO. "APD" means an Ames Policy Directive. 

1.9 Applicable Laws. "Applicable Laws" means (a) all laws, ordinances, rules, 

regulations and codes of any federal, state or local governmental authorities (not including 

Landlord except as otherwise provided in section 1.9(b) herein) havingjurisdiction over the 

Premises or the Project, and (b) all statutory authorities Congress has granted to Landlord, 

NASA ARC Regulations set forth in Exhibit N, New NASA ARC Regulations that are not 

otherwise waived pursuant to section 5.4(a), the codes and standards set forth in the Codes and 

Standards Schedule attached to the Construction Provisions as Exhibit C-1, NPDs (as defined in 

section 1.114) and NPRs (as defined in section 1.115) promulgated from time to time in the 

course of NASA's general administration of, and having application to the entirety of, all NASA 

centers, now existing or later adopted during the Term insofar as any thereof relate to or are 

required by the development, condition, use or occupancy of the Premises or the Improvements 

on the Premises. NPDs and NPRs will be enforced, without prejudice to or discrimination against 

Tenant in accordance with the applicable laws, ordinances, rules, regulations, policies and codes 

they were written to enforce. 

1.10 Applicable Environmental Policy and Guidance Documents. "Applicable 

Environmental Policy and Guidance Documents" means (a) the Housing MIMP (as defined in 

section 1.70), which identifies the mitigation measures set forth in the ROD (as defined in 

section 1.154) that apply to the Project and the Premises, (b) the provisions of the ROD that 

apply to the Project and Premises as set forth on Exhibit H-1, and (c) the Conceptual 

Development Plan (as defined in section 1.32). 

1.11 APR. "APR" means an Ames Procedural Requirement. 

1.12 Area Median Income. "Area Median Income" means the median family income 

adjusted for household size for Santa Clara County in the State of California, as annually 

estimated by the U.S. Department of Housing and Urban Development. 

1.13 Archeological Resources Study. "Archeological Resources Study" means the 

NASA ARC Archeological Resources Study, dated February 2017. 

1.14 Assignment. "Assignment" means a voluntary, involuntary or by operation of 

law, sale, assignment, subletting (other than a Sublease of Space (as defined in section 1.164)), 

encumbering, pledge or other transfer of the estate or interest in, or rights with respect to, this 

Lease (other than a Financing Transaction (as defined in section 1.58) or an Equity Transaction 

(as defined in section 1.50)) to any person or entity (other than an Affiliate) with respect to a 

Subject Property (as defined in section 1.163) upon or after the Commencement of Construction 

(as defined in section 1.30) of the Initial Project to be performed on such Subject Property has 

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occurred, including any Transfer of Ownership (as defined in section 1.180) occurring upon or 

after such Commencement of Construction. 

1.15 Authorized Representatives. "Authorized Representatives" means the employees, 

officers, agents, contractors or any other individuals specifically authorized to represent 

Landlord or Tenant, as the case may be. 

1.16 Base Rent . "Base Rent" shall be as specified in the Basic Lease Information, 

subject to adjustments during the Term as provided in this Lease. 

1.17 Base Rent Percentage. "Base Rent Percentage" means 

1.18 Basis for Appraisal. 

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1.19 

1.20 Building Systems. "Building Systems" means the systems serving any building 

or other improvement on the Premises, and the Utilities (as defined in section 1.184) delivery 

systems from the Points of Connection (as defined in section 1. 130) to the Premises. 

1.21 CANG. "CANG" means the 129th Rescue Wing of the California Air National 

Guard, which is based on the Property. 

1.22 CANG Agreements. "CANG Agreements" means that certain Permit to United 

States Air Force from NASA ARC, regarding the California Air National Guard 129th Rescue 

Wing Cantonment Area and Related Facilities (SAA2-402604), the term of which commenced 

on January 26, 2010, as the same may be amended hereafter; and that certain Memorandum of 

Understanding between NASA ARC and the California Air National Guard 129th Rescue Wing 

dated November 10, 2009 (SAA2-402605), as amended and as may be amended hereafter. 

1.23 CANG Permitted Area. "CANG Permitted Area" means that portion of the 

Premises that is permitted to the CANG and subject to the CANG Agreements, consisting of 

approximately 7.33 acres of land with approximately 44,627 square feet of improvements located 

thereon, commonly referred to as the CANG's transportation maintenance facility, and 

designated as the "CANG Permitted Area" on the diagram attached hereto as Exhibit P-1. 

1.24 Capital Expenditures. "Capital Expenditures" means, for any period, the amount 

expended for items capitalized under GAAP (including expenditures for building improvements 

or major repairs, leasing commissions and tenant improvements). 

1.25 Capital Improvements. "Capital Improvements" means permanent improvements 

to the roof, foundation and/or structural components of any building or other improvement on the 

Premises, or Building Systems serving the Premises, in all cases that restore, add to the value of 

or substantially improve the life of the improvements, or that replace capital items that are no 

longer capable of providing the services required of them. With respect to any building or other 

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improvement, or Building System, which is part of an Initial Project, Capital Improvements 

means permanent improvements to the roof, foundation and/or structural components of such 

building or other improvement, or Building System made after the applicable Initial Project is 

complete. 

1.26 CBO. "CBO" means the NASA ARC Chief Building Official, or his or her 

Authorized Representative. 

1.27 Center Director. "Center Director" means the NASA ARC Director or his or her 

Authorized Representatives. As of the Effective Date, the Center Director is Dr. Eugene L. Tu. 

1.28 CERCLA. "CERCLA" means the Comprehensive Environmental Response, 

Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.). 

1.29 Claims. "Claims" means any and all claims, actions, causes of action, suits, 

proceedings, demands, third-party judgments, liens, damages, penalties, fines, costs, expenses 

(including but not limited to reasonable attorneys' fees and costs), liabilities and losses actually 

incurred by the applicable person. 

1.30 Commencement of Construction. "Commencement of Construction" means, with 

respect to each Project (as defined in section 1.135) or any discreet building or other portion 

thereof, and the Infrastructure Improvements ( as defined in section 1. 78) or any discreet portion 

thereof, as applicable, the date on which the CBO issues to Tenant the first construction permit 

(for demolition, site work, building or otherwise) required therefor. 

1.31 Commencement Date. "Commencement Date" means the commencement date 

specified in the Basic Lease Information. 

1.32 Conceptual Development Plan. "Conceptual Development Plan" means Tenant's 

narrative conceptual development plan for the Initial Projects (as defined in section 1.83) 

attached hereto as Exhibit B-2. 

1.33 Construction Contract. "Construction Contract" means the contract with any 

general contractor, construction manager or prime contractor in connection with the construction 

of any of the Initial Projects. 

1.34 Construction Provisions. "Construction Provisions" means the construction 

provisions set forth on Exhibit C attached hereto and incorporated into this Lease by reference. 

1.35 Demand Services. "Demand Services" means all studies, reviews, construction 

liaison services (including construction liaison services described in the Construction 

Provisions), architectural and engineering services, environmental assessments, environmental 

impact statements, telecommunication and data communication services (including installation 

and/or connection to the Property's internet systems), or any other services furnished by 

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Landlord at the request of Tenant, directly or indirectly to, for the benefit of, or used by, Tenant 

on or about the Premises, excluding Modified ISP Services, Environmental Oversight Services, 

Maintenance Costs of Off-Site Improvements, and Utilities. The Environmental Oversight 

Services will not be a Demand Service, but environmental construction oversight services and 

burrowing owl surveys will be Demand Services. If Tenant desires to hold any special events 

upon the Premises that would require Landlord to provide a material increase in the normal 

security and staffing provided by Landlord as part of the Modified ISP Services, then the costs to 

Landlord to produce such increased staffing and security shall be a Demand Service. Demand 

Services are furnished by Landlord to Tenant at Landlord's discretion and in accordance with 

Article 7. 

1.36 Demolition Plan. "Demolition Plan" means the demolition plan attached hereto as 

Exhibit V, which sets forth the buildings, improvements and infrastructure that will need to be 

demolished by Tenant at it sole cost and expense to prepare the Premises for the construction and 

development of the Projects set forth in the Conceptual Development Plan. 

1.37 Design and Construction Documents. "Design and Construction Documents" 

means schematic design documents, design development drawings, and construction drawings, 

specifications, calculations and other materials required to be prepared by licensed professionals 

and in accordance with Applicable Environmental Policy and Guidance Documents and 

Applicable Laws as more particularly set forth in Exhibit C. 

1.38 Dispute Notice. "Dispute Notice" means a notice of a dispute delivered by either 

Party to the other Party, which notice describes the nature of the dispute in reasonable detail and 

invokes the procedure for dispute resolution set forth in section 19 .4. 

1.39 DTSC. "DTSC" means the California Department of Toxic Substances Control 

and any successor agency of similar authority, rights, powers, duties, and obligations as 

previously vested in DTSC. 

1 .40 Effective Date. "Effective Date" means the effective date specified in the Basic 

Lease Information. 

1.41 Effective Gross Income. "Effective Gross Income" means for any period, 

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1.42 EIS. "EIS" means the 2002 NASA Ames Development Plan Final Programmatic 

Environmental Impact Statement, which was adopted by the ROD (as defined in section 1.154). 

1.43 Eligible Affordable Housing Tenants. "Eligible Affordable Housing Tenants" has 

the meaning set forth in the Housing Management Plan. 

1.44 Entitled Use. "Entitled Use" means the entitled uses specified in the Basic Lease 

Information. 

l .45 Environmental Agreements. "Environmental Agreements" means those certain 

agreements regarding environmental matters in, on or at the Premises, which agreements are 

listed in Exhibit E-1 attached hereto. 

1.46 Environmental Laws. "Environmental Laws" means all Federal, state and local 

laws, statutes, ordinances, regulations, rules, judicial and administrative orders and decrees, 

permits, licenses, approvals and authorizations of all Federal, state and local governmental 

agencies (excluding Landlord), or other governmental authorities applicable to the Project or the 

Premises pertaining to the protection of human health and safety or the environment, now 

existing or later adopted during the Term, including, without limitation, CERCLA, RCRA, the 

Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 

7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational 

Safety and Health Act, 29 U.S.C. § 651 et seq., Hazardous Materials Transportation Act, as 

amended, 49 U.S.C. 1801, et seq., and all enforceable regulations, orders, decisions, and decrees 

promulgated concerning any of the foregoing. The term "Environmental Laws" includes NPDs, 

NPRs, NASA ARC Regulations, and New NASA ARC Regulations that are not otherwise 

waived pursuant to section 5.4(a), in each case, pertaining to the protection of human health and 

safety or to the environment. 

1.4 7 Environmental Oversight Services. "Environmental Oversight Services" means the 

full range of environmental compliance services provided by Landlord that are required to assure 

that operation of the Premises complies with applicable Environmental Laws, as follows: routine 

administrative and oversight support; maintaining permits for storm water discharge, industrial 

wastewater, and coordinating air pollution permits; collecting storm water samples under the 

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industrial general permit for storm water for the Property; collecting environmental confirmation 

samples after a spill event that occurs on the Premises and has the potential to impact or actually 

impacts the environment; reviewing drinking water samples collected by the Tenant in accordance 

with Landlord's water supply permit issued by the Division of Drinking Water of the California 

Water Resources Control Board; reviewing site-specific and building-specific spill response plans; 

conducting any required PCB quarterly inspections; and preparing any necessary 

reports. Landlord sampling, analysis and overhead costs are also included. 

1.48 Environmental Reports. "Environmental Reports" means those certain reports and 

studies listed in Exhibit E-2 attached hereto. 

1.49 EPA. "EPA" means the United States Environmental Protection Agency and any 

successor agency of similar authority, rights, powers, duties, and obligations as previously vested 

in EPA. 

1.50 Equity Transaction. "Equity Transaction" means the execution of a definitive 

agreement, whether in the form of an operating agreement, shareholder agreement, a stock 

purchase agreement, partnership agreement, or amendment or modification to any of the foregoing 

or otherwise, pursuant to which definitive agreement one or more new or existing direct or indirect 

constituent owners of Tenant make binding commitments to directly or indirectly contribute 

capital funds to Tenant that may be used to pay the costs and expenses of the Projects in exchange 

for direct or indirect equity interests in the Tenant. 

1.51 Event of Default. "Event of Default" means the occurrence of of 

the events described in section 14.1 hereunder. 

1.52 Excluded Contractor. "Excluded Contractor" means any person or entity 

debarred or suspended, or declared ineligible by any Government agency or instrumentality or by 

the Government Accountability Office or otherwise excluded from procurement or nonprocurement programs of the United States or any agency or instrumentality thereof or who is 

specifically listed as an excluded person or entity on the System for Award Management 

maintained by GSA, or successor compilation of similar information. 

1.53 

1.54 Existing Environmental Conditions. "Existing Environmental Conditions" 

means: (a) all Hazardous Material on, in, under or about the Property, including Hazardous 

Material present in the soils or groundwater, prior to the commencement of the Initial 

Development Term, including but not limited to any impacts that have previously emanated from 

or hereinafter emanate from the Superfund sites described in this Lease; (b) the matters described 

in ARTICLE 6, including in the Environmental Reports; (c) the matters described in all 

information regarding the environmental condition of the Premises and the Property provided to 

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Tenant or Tenant's Related Entities by any person or entity (including Landlord) pursuant to the 

RFP; and ( d) the matters described in such other documents or agreements regarding the 

environmental condition of the Premises and the Property (including agreements among some or 

all of Landlord, the EPA, the Navy (as defined in section 1.110), the MEW Companies (as 

defined in section 1.96), the RWQCB (as defined in section 1.154), and other entities and 

governmental agencies that are involved in the remediation of, or that are responsible to 

remediate, existing contamination on or about the Property) provided to Tenant or Tenant's 

Related Entities by any person or entity (including Landlord) prior to the commencement of the 

Initial Development Term, including the Environmental Agreements. 

1.55 Existing Tenant Agreements. "Existing Tenant Agreements" means the leases by 

and between Landlord and other tenants pertaining to areas in or on the Premises in effect as of 

the Effective Date and that are listed on Exhibit P attached hereto. 

1.56 Expiration Date. "Expiration Date" means the expiration date specified in the 

Basic Lease Information. 

1.57 FF&E. "FF&E" means all furniture, fixtures, equipment, appliances, machinery, 

and apparatus (except to the extent that any of the foregoing are components of Building 

Systems) attached to and forming a part of the Premises. 

1.58 Financial Closing. "Financial Closing" means, with respect to a Phase of 

Improvements, the occurrence of each and all of the following: (a) the closing of a Financing 

Transaction secured by a Mortgage pursuant to which the applicable Mortgagee has agreed to lend 

to Tenant funds that, based on Tenant's pro forma construction budget for such Phase of 

Improvements approved by such Mortgagee at the time of the closing of such Financing 

Transaction, are sufficient, when added to all capital derived from any applicable Equity 

Transaction for the construction of such Phase of Improvements; (b) Tenant or its Affiliate is 

obligated to the Mortgagee pursuant to the terms of the Mortgage and/or the other transaction 

documents in connection with such Financing Transaction to cause the applicable general 

contractor to substantially complete the applicable Phase of Improvements in accordance with its 

construction contract such that the same are able to be used for their intended purpose on or prior 

to (i) with respect to the Initial Housing Phase ( or any subphase thereof) and (ii) 

with respect to any Subsequent Housing Phase and the Minimum Final 

Housing Phase, in each case, subject to excusable delays as set forth in the applicable Mortgage 

and other Financing Transaction documents; and ( c) the issuance of payment and performance 

bonds with respect to the applicable Phase of Improvements naming Landlord as payee, whether 

individually or in common with the applicable Mortgagee and/or parties to any applicable Equity 

Transaction. 

1.59 Financial Closing Deadline. "Financial Closing Deadline" means (a) with respect 

to the Initial Housing Phase and (b) with respect to the Minimum Final Housing 

Phase 

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1.60 

1.61 Financing Transaction. "Financing Transaction" means, with respect to a Subject 

Property: (a) any direct or indirect, assignment, encumbering, pledging or similar transfer of the 

estate or interest in, or rights with respect to, this Lease as it pertains to such Subject Property 

and/or the Improvements thereon to a Mortgagee ( as defined in section 1.104) in connection with 

a Mortgage (as defined in section 1.103), or (b) a sale/leaseback transaction of the leasehold 

interest to a third-party, a lease financing or a similar transaction that, in each case, does not 

transfer, or pursuant to which Tenant retains, the right to occupy the buildings and other 

Improvements constructed, or to be constructed, on that Subject Property. 

1.62 Fiscal Year. "Fiscal Year" means the Fiscal Year of the Government, as the same 

may be established or changed from time to time during the Tenn. As of the Effective Date, 

each Fiscal Year begins on October I and ends on the immediately following September 30. For 

purposes of this Lease, the first (I st) Fiscal Year shall begin on the Effective Date and end on the 

immediately following September 30. 

1.63 Force Majeure Delay. "Force Majeure Delay" means any delay in the 

performance of an obligation required by this Lease resulting from causes beyond Landlord's or 

Tenant's reasonable control, including, without limitation: acts of God; an act of war (whether 

declared or not and whether within or involving the United States of America as a belligerent or 

not); hostilities; invasion; act of foreign enemies, or of public enemies; insurrection; rebellion; 

riots; terrorist acts; cyberattacks; delays by any governmental or quasi-governmental authority 

( excluding Landlord) in responding to requests for approval, consents, permits or other matters 

for which approval or action is required under Applicable Laws; fires; floods; earthquakes; 

volcanos; tsunamis; cyclones; hurricanes; epidemics; plague; quarantine restrictions; chemical or 

radioactive contamination or ionizing radiation; strikes; lockouts; labor disputes; freight 

embargoes; unavailability of equipment, supplies, services, materials or labor; explosion; 

structural collapse; prolonged disruption to Utilities; electromagnetic pulse or severe solar flares; 

meteor strike; unknown or unanticipated environmental conditions; severe weather delays; 

disputes or delays arising from the retrocession of legislative jurisdiction; expropriation or 

compulsory acquisition of the whole or any part of the Premises or any of Tenant's property; any 

legal prohibition on Tenant's ability to conduct its business as contemplated by this Lease; or a 

shutdown of the Government. 

1.64 Full Insurable Replacement Value. "Full Insurable Replacement Value" means 

one hundred percent (I 00%) of actual costs to perform demolition and debris removal and the 

repair, replacement, Alterations or Redevelopment of the buildings and other Improvements on 

the Premises or any part thereof (without deduction for depreciation), and an increased cost of 

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construction endorsement, and, in the case of builders' risk insurance, including materials and 

equipment not in place but in transit to or delivered to the Premises. 

1.65 Government. "Government" means the Federal government of the United States 

of America. 

1.66 GSA. "GSA" means the United States General Services Administration. 

1.67 Hazardous Material. "Hazardous Material" means any chemical, material or 

substance now or hereafter defined as or included in the definition of hazardous substances, 

hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, 

toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, 

hazardous air pollutant, toxic pollutant, or words of similar import under any Environmental 

Laws. The term Hazardous Material shall also include any of the following: any and all toxic or 

hazardous substances, materials or wastes listed in the U.S. Department of Transportation Table 

( 49 C.F .R. § 172.101) or by the EPA as hazardous substances ( 40 C.F .R. Part 302) or set forth in 

California Health and Safety Code § 25260; oil, petroleum, petroleum products (including, 

without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied 

natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance 

under CERCLA; any substance which is listed as toxic, explosive, corrosive, reactive, 

flammable, infectious or radioactive (including any source, special nuclear or by-product 

material as defined at 42 U.S.C. § 2011, et seq.), carcinogenic, mutagenic, or otherwise 

hazardous and is or becomes regulated under Environmental Laws; asbestos in any form; urea 

formaldehyde foam insulation; polychlorinated biphenyls; radon gas; or any other chemical, 

material or substance (i) which poses an environmental hazard to the Property, to adjacent 

properties, or to persons on or about the Premises, (ii) which causes the Premises to be in 

violation of any Environmental Laws, or (iii) the presence of which on or in the Premises 

requires investigation, reporting or remediation under any Environmental Laws. 

1.68 Housing EIMP. "Housing EIMP" means the Environmental Issues Management 

Plan attached hereto as Exhibit D. 

1.69 Housing Management Plan. "Housing Management Plan" means the plan 

attached hereto as Exhibit G, as such plan may be amended, updated or revised from time to time 

in accordance with this Lease. 

1.70 Housing MIMP. "Housing MIMP" means the Mitigation Implementation and 

Monitoring Plan attached hereto as Exhibit H. 

1.71 Housing Natural Resources Management Plan. "Housing Natural Resources 

Management Plan" means the housing natural resources management plan attached hereto as 

Exhibit F as required in the Housing MIMP. 

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1. 72 Housing Project. "Housing Project" means the Housing Units ( as defined in 

section 1.74) (including the Ancillary Uses) that are anticipated to serve approximately

residents, which Tenant shall design and construct on the Premises. 

1.73 Housing TDM Plan. "Housing TDM Plan" means the transportation demand 

management plan attached hereto as Exhibit I. 

1.74 Housing Unit. "Housing Unit" means each of the individual residential units to 

be designed, constructed, and managed on the Premises by Tenant in accordance with this Lease 

and the Housing Management Plan. 

1.75 HPSR. "HPSR" means that certain historic property survey report prepared by 

Landlord in November 2013, as such document may be amended or updated from time to time. 

1.76 Improvement. "Improvement" means any addition or modification to the 

Premises that upon completion constitutes real property or fixtures, which includes the existing 

improvements within the Premises, and all improvements that are or will be constructed by 

Tenant on, to or within the Premises following the Commencement Date. 

1. 77 Infrastructure Construction Documents. "Infrastructure Construction Documents" 

means Design and Construction Documents for the Infrastructure Improvements (as defined in 

section 1. 78). 

1. 78 Infrastructure Improvements. "Infrastructure Improvements" means the 

infrastructure serving the Premises and the adjoining parcels that Tenant shall design and 

construct on the Premises and as more specifically discussed in the Conceptual Development 

Plan. 

1. 79 Infrastructure Parcel. "Infrastructure Parcel" means any Parcel that may be 

created by Tenant's Subdivision Plan (as described in the Construction Provisions) or otherwise 

(such as, but not limited to, in connection with a Transfer, Redevelopment (if any) or to facilitate 

the repair or restoration of Improvements following damage or destruction) encompassing streets 

and such infrastructure as may be typically dedicated to a municipality or owner/tenant 

association - type organization (including parking structures or facilities, and open space, 

landscaping and common areas) for a development of the size and scope described in the 

Conceptual Development Plan and the Utilities Plans. 

1.80 Initial Development Term. "Initial Development Term" means the initial 

development term specified in the Basic Lease Information. 

1.81 Initial Housing Phase. "Initial Housing Phase" means at least Housing Units 

and associated Ancillary Uses designated by Tenant to be constructed on the Initial Housing Phase 

Parcels together with all necessary Infrastructure Improvements with respect thereto to be 

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constructed on the Premises; and all other improvements that are necessary to use and operate such 

Housing Units as more particularly set forth in the Project Description. Notwithstanding anything 

to the contrary set forth herein, Tenant shall have the right construct the Initial Housing Phase in 

subphases including no less than Housing Units each, which subphases may be subject to 

separate Financial Closings. 

1.82 Initial Housing Phase Parcels. "Initial Housing Phase Parcels" means the parcels 

identified on Exhibit A-5 as "Initial Housing Phase Parcels" as the same may be modified from 

time to time by Tenant, prior to an applicable Financial Closing with respect thereto. 

1.83 Initial Project. "Initial Project" refers collectively to the Housing Project, the 

Retail Project (as defined in section 1.149), and any of the other projects described in the Project 

Description. 

1.84 Initial Stipulated Effective Gross Income. "Initial Stipulated Effective Gross 

Income" means an amount of

1.85 Initial Term. "Initial Term" means the initial term specified in the Basic Lease 

Information. 

1.86 Land Use Controls. "Land Use Controls" means any or all of the following 

institutional use limitations: (1) those established for UST 57 pursuant to that certain Closure 

Letter for UST 57, Moffett Field, California (Regional Water Board Case No. 43D9012) from 

the RWQCB to the Navy, dated July 10, 2003; (2) those established for UST 58 pursuant to that 

certain Uniform Case Closure Letter, Former UST 58, Former Naval Air Station Moffett Field, 

Santa Clara County (Regional Water Board Case No. 43D9029) from the RWQCB to the Navy, 

dated January 16, 2013; (3) those established for U.S. Navy Installation Restoration Program Site 

14 South (also referred to as UST 19 and UST 20) in any future closure letters issued by the 

RWQCB after the Effective Date; and (4) the NASA Ames Land Use Controls for the "Former 

NAS Moffett Field Area of MEW Regional Plume" and the "Former NAS Moffett Field Area of 

MEW Regional Plume Vapor Intrusion Study Area" set forth on Table 1 of the Final NASA 

Ames Land Use Controls Implementation and Monitoring Plan (September 2017). 

1.87 Landlord. "Landlord" means the National Aeronautics and Space Administration, 

an Agency of the United States, acting by and through Ames Research Center located at Moffett 

Field, California. 

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1.88 

1.89 Landlord Reserved Spaces. "Landlord Reserved Spaces" means the areas set 

forth on Exhibit J that Landlord has reserved during the Term pursuant to section 2.6 of the 

Lease. 

1.90 Lease. "Lease" means this Enhanced Use Lease by and between Landlord and 

Tenant, as the same may be amended from time to time in accordance with the terms hereof. 

1.91 Lease Year. "Lease Year" means: (a) the first Lease Year shall commence on the 

Effective Date and shall end on September 30, 2019; and (b) each subsequent Lease Year shall 

be a full year commencing on October 1 of each year (starting October 1, 2019), and ending on 

the immediately following September 30, or on the last day of the Term, whichever occurs first. 

1.92 Maintenance Cost Review Date. "Maintenance Cost Review Date" means 

and every anniversary thereafter during the Term. 

1.93 Maintenance Costs. "Maintenance Costs" means, with respect to each Lease Year 

or portion thereof, Tenant's proportionate share (relative to Landlord and all other tenants of the 

Property that utilize or otherwise derive benefits from the Off-Site Improvements) of the costs to 

maintain the Off-Site Improvements and other improvements and infrastructure that, in each 

case, serve the Premises as set forth in Exhibit K attached hereto, together with the other 

categories of expenses itemized on Exhibit K. Exhibit K sets forth the estimated costs for each 

line item of Maintenance Costs for the Lease Year commencing on . 

Maintenance Costs shall be adjusted annually and shall be reviewed and revised as of each 

Maintenance Cost Review Date during the Term. 

1.94 Market Shut-Down Event. 

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1.95 Memorandum of Lease. "Memorandum of Lease" means a memorandum of this 

Lease, in the form attached hereto as Exhibit L, to be executed and acknowledged by the Parties. 

1.96 MEW Companies. "MEW Companies" means Intel Corporation, a Delaware 

corporation, Raytheon Company, a Delaware corporation, and ON Semiconductor Corporation 

(formerly named Fairchild Semiconductor Corporation), a Delaware corporation, with respect to 

(a) the MEW ROD (as defined in section 1.98); (b) an Administrative Order for Remedial 

Design and Remedial Action issued on November 29, 1990 regarding response actions to be 

performed on the NASA ARC Property; and (c) a Consent Decree in the case styled United 

States of America v. Intel Corporation and Raytheon Company, C 91 20275 JW (in the United 

States District Court for the Northern District of California), as amended by the First Amended 

Consent Decree. 

1.97 MEW Coordination Agreement. "MEW Coordination Agreement" means that 

certain Agreement for Coordination of Construction and MEW Remedial System Modification 

Work at NASA Research Park, Ames Research Center, Moffett Field, California, a form of 

which is attached hereto as Exhibit M, which Landlord and Tenant will use their good faith 

efforts to obtain the MEW Companies' approval of, and if and once approved by the MEW 

Companies (or another agreement whose terms are acceptable to the MEW Companies, Tenant 

and Landlord), will be executed by the MEW Companies, Tenant and Landlord. 

1.98 MEW ROD. "MEW ROD" means that certain Record of Decision issued on 

June 9, 1989, by the EPA for the Middlefield-Ellis-Whisman area of Mountain View California, 

as modified by the EPA's Explanations of Significant Differences as described in the MEW 

Coordination Agreement and the Record of Decision Amendment dated August 16, 2010. 

1.99 Minimum Final Housing Phase. "Minimum Final Housing Phase" means (a) a 

number of Housing Units equal to the balance of (i) Housing Units minus (ii) the sum of (A) 

all Housing Units within the Initial Housing Phase plus (B) all Housing Units included in any 

Subsequent Improvement Phases for which a Financial Closing has occurred, (b) associated 

Ancillary Uses which Tenant elects to construct on the Minimum Final Housing Phase Parcels, (c) 

all necessary Infrastructure Improvements with respect thereto to be constructed on the Premises; 

and (d) all other improvements that are necessary to use and operate such Housing Units as more 

particularly set forth in the Conceptual Development Plan. 

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1.100 Minimum Final Housing Phase Parcels. "Minimal Final Housing Phase Parcels" 

means the parcels identified on Exhibit A-6 as "Minimum Final Housing Phase Parcels" excluding 

any Subsequent Improvement Phase Parcels with respect to which a Financial Closing has 

occurred, as the same may be modified from time to time by Tenant, prior to an applicable 

Financial Closing with respect thereto. 

1.101 Mishap. "Mishap" means a mishap involving Landlord's personnel or the 

Property (but excluding the Premises) as prescribed in NPR 8621.1 (NASA Procedural 

Requirements for Mishap and Close call Reporting, Investigation, and Recordkeeping) that arises 

from the acts or omissions of Tenant or Tenant's Related Entities (as defined in section 1.176). 

A Mishap shall not include an incident that solely involves Tenant's employees, contractors, 

equipment, and/or Project, and does not in any manner impact Landlord's personnel or the 

Property (excluding the Premises). 

1.102 Modified ISP Services. "Modified ISP Services" means institutional shared pool 

services that are related to the Property as a whole that are provided to or that otherwise benefit 

the Premises, which comprise: 

1.103 Mortgage. "Mortgage" means a mortgage, deed of trust, a deed to secure debt, 

pledge or other security instrument, or a "synthetic lease" or other form of "lease financing" 

transaction, by which Tenant's leasehold estate under this Lease or an indirect interest therein or 

an interest in Tenant is mortgaged, encumbered, liened, conveyed, pledged, assigned or 

otherwise transferred to a Mortgagee to secure a debt or other obligation or otherwise as part of a 

Financing Transaction. 

1.104 Mortgagee. "Mortgagee" means any commercial bank, savings bank, trust 

company, credit union, insurance company, college, university, real estate investment trust, fund, 

fund manager, investment advisor, pension fund, or other lender that, in any case, is not 

described in any of paragraphs (b) through (e) of section 12.3. 

1.105 NADP MIMP. "NADP MIMP" means the NASA Ames Development Plan 

Mitigation Implementation and Monitoring Plan adopted pursuant to the ROD. 

1.106 NADP TDM Plan. "NADP TDM Plan" means that certain draft report entitled 

"NASA Research Park and Bay View Transportation Demand Management Plan," dated July 

2002 (prepared by Nelson/Nygaard Consulting Associates), which is a portion of Appendix B to 

the EIS. 

1.107 NASA. "NASA" means the National Aeronautics and Space Administration, an 

Agency of the United States. 

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1.108 NASA ARC. "NASA ARC" means the National Aeronautics and Space 

Administration, Ames Research Center located at Moffett Field, California. 

1.109 NASA ARC Regulations. ''NASA ARC Regulations" means all APDs, APRs, 

procedures and guidelines, and standards promulgated by NASA ARC from time to time in the 

course of Landlord's general administration of, and having application to the entirety of, both the 

Premises and the Property, now existing or later adopted during the Term, insofar as any apply to 

or are required by, the development, condition, management, operation, use or occupancy of the 

Premises or the Improvements. 

1.110 Navy. "Navy" means the United States Department of the Navy and any 

successor agency of similar authority, rights, powers, duties, and obligations as previously vested 

therein. 

1.111 Navy Memorandum of Understanding. "Navy Memorandum of Understanding" 

means that certain Memorandum of Understanding Between the Department of the Navy and the 

National Aeronautics and Space Administration Regarding Moffett Field, California, dated 

December 22, 1992; and a Federal Facility Agreement Section 120 of CERCLA, among the 

EPA, the California Department of Health Services, the California Regional Water Quality 

Control Board, and the Department of the Navy, dated August 8, 1989. 

1.112 NEPA. ''NEPA" means the National Environmental Policy Act of 1969, as 

amended (42 U.S.C. § 4321 et seq.). 

1. 113 NHPA. "NHPA" means the National Historic Preservation Act of 1966, as 

amended (54 U.S.C. § 100101 et seq.). 

1.114 NPD. "NPD" means an NASA Policy Directive, as may be amended or 

supplemented from time to time. 

1.115 NPR. "NPR" means an NASA Procedural Requirement, as may be amended or 

supplemented from time to time. 

1.116 NRP Design Review Board. ''NRP Design Review Board" means the NASA 

Research Park Design Review Board established by APO 8822.1. 

1.117 Off-Site Improvements. "Off-Site Improvements" means the Street 

Improvements and all other improvements that will be designed and constructed by Tenant for 

the purposes of serving the Premises or for Tenant to realize the full value of the Premises ( as 

contemplated in section 1.18), which are depicted on Exhibit R to the extent such improvements 

are located outside of the Premises. 

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1.118 

1.119 Parcel. "Parcel" means each subdivided parcel of land within the Premises, if 

any, including any future subdivision. 

1.120 Park and Recreation Improvements. "Park and Recreation Improvements" means 

those certain park and recreation improvements and other open space improvements, to be 

designed and constructed by Tenant on the Premises as further described in Conceptual 

Development Plan. 

1.121 Parking Ratio. "Parking Ratio" means, as applicable, the ratio of parking spaces 

per dwelling unit or per applicable unit of Retail Space on the Premises ( or any applicable 

portion thereof) as more specifically discussed in the Housing TOM Plan. 

1.122 Partial Taking. "Partial Taking" means a Taking (as defined in section 1.170) that 

is not a Total Taking (as defined in section 1.178) or a Temporary Taking (as defined in 

section 1.173), and includes a Taking described in clause (b) of section 1.178 as to which 

Landlord fails to receive timely the notice described in that clause (b ). 

1.123 Party. "Party" means each of Landlord and Tenant, and their respective 

successors and assigns permitted under this Lease. · 

1.124 Permitted Activities. "Permitted Activities" means the lawful activities of Tenant, 

any of its subtenants or licensees or other occupants, any invitee or guest of any of the foregoing, 

or any of Tenant's Related Entities, that are part of the ordinary course of any of their respective 

businesses in accordance with the Permitted Use specified in the Basic Lease Information. 

1.125 Permitted Materials. "Permitted Materials" means the materials handled by 

Tenant, any of its subtenants or licensees or other occupants, any invitee or guest of any of the 

foregoing, or any of Tenant's Related Entities in the ordinary course of conducting Permitted 

Activities. 

1.126 Permitted Use. "Permitted Use" means each of the permitted uses of the Premises 

set forth in the Basic Lease Information. 

1.127 Personal Property. "Personal Property" means all furniture, fixtures, equipment, 

appliances and apparatus placed in the buildings and other improvements or elsewhere on the 

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Premises by Tenant and that neither are incorporated into nor form an integrated part of the 

buildings and other improvements on the Premises. 

1.128 Phase of Improvements. "Phase of Improvements" means any one (1) or more of 

the Initial Housing Phase (or any subphase thereof), any Subsequent Improvement Phase(s) (or 

subphase thereof) and the Minimum Final Housing Phase ( or any subphase thereof). 

1.129 Plans in Progress. "Plans in Progress" means any Design and Construction 

Documents or any Infrastructure Construction Documents that have been formally submitted to 

Landlord for permit approval. 

1.130 Points of Connection. "Points of Connection" means the points of connection of 

Utilities identified on each of the Utility Plans attached hereto as Exhibit 0-1 through Exhibit OZ, as the same may be revised from time to time by the mutual agreement of the Parties. 

1.131 Post-Construction Assignment. "Post-Construction Assignment" means a direct 

or indirect, voluntary, involuntary or by operation of law, sale, assignment, encumbering, pledge 

or other transfer of the estate or interest in, or rights with respect to, this Lease ( other than as part 

of a Financing Transaction or an Equity Transaction) to any person or entity ( other than an 

Affiliate) with respect to a Subject Property after the portion of the Initial Project to be 

constructed on such Subject Property has been completed to an extent sufficient for the issuance 

of temporary or permanent certificates of occupancy of the principal elements thereof, including 

any Transfer of Ownership occurring after such completion. Post- Construction Assignment 

shall not include the subletting of any portion of the Premises as permitted by this Lease. 

1.132 Pre-Construction Assignment. "Pre-Construction Assignment" means a direct or 

indirect, voluntary, involuntary or by operation of law, sale, assignment, encumbering, pledge or 

other transfer of the estate or interest in, or rights with respect to, this Lease ( other than as part of 

a Financing Transaction or an Equity Transaction) to any person or entity ( other than an 

Affiliate) with respect to a Subject Property before the Commencement of Construction of the 

portion of the Initial Project to be constructed on such Subject Property has occurred, including 

any Transfer of Ownership occurring before such Commencement of Construction. PreConstruction Assignment shall not include the subletting of any portion of the Premises as 

permitted by this Lease. 

1.133 Premises. "Premises" means the premises described in the Basic Lease 

Information. 

1.134 Product Data. "Product Data" means illustrations, standard schedules, 

performance charts, instructions, brochures, diagrams and other information furnished by any 

contractor or subcontractor to illustrate a material, product or system for any portion of the work 

described in the Design and Construction Documents for all Improvements and Off - Site 

Improvements. 

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1.135 Project. "Project" means each of the Initial Projects and any other projects Tenant 

may develop and construct on the Premises, such as improvements, buildings, facilities, 

horizontal infrastructure and underground improvements. 

1.136 Project Description. "Project Description" means Tenant's project description for 

the Initial Projects attached hereto as Exhibit B-1. 

1.137 Project Schedule. "Project Schedule" means each of the schedules, collectively 

attached to the Conceptual Development Plan, with respect to the design and construction of 

each of the Inrtial Projects, as modified by Tenant from time to time based on Tenant's 

reasonable business judgment, and subject to Tenant's obligations to complete a Financial 

Closing for each Phase of Improvement by the Financial Closing Deadline. 

1.138 Property. "Property" means the property descried in the Basic Lease 

Information. 

1.139 Qualified Appraiser. "Qualified Appraiser" means an appraiser designated as a 

Member, Appraisal Institute, licensed in the State of California, with at least ' full 

- time experience in Silicon Valley appraising environmentally-contaminated properties and 

large-scale residential properties. 

1.140 Qualified Leasing Management Company. "Qualified Leasing Management 

Company" means . 

or any replacement management company selected by Tenant in its business judgment that 

possesses at least ' experience in managing and operating large-scale, high-density 

residential rental developments in the State of California and is not an Excluded Contractor. 

1.141 Quitclaim Deed. "Quitclaim Deed" means a quitclaim deed, signed by Tenant 

and acknowledged, in a recordable form reasonably requested by Landlord, remising, releasing 

and quitclaiming to Landlord all of Tenant's right, title and interest in and to a portion of the 

Premises ( or to one ( 1) or more of the Parcels, if applicable). 

1.142 RAB. "RAB" means the Former Naval Air Station Moffett Field Restoration 

Advisory Board. 

· 1.143 RCRA. "RCRA" means the Resource Conservation and Recovery Act, as amended 

(42 U.S.C. § 6901 et seq.) 

1.144 Reconveyance. "Reconveyance" means a request for full reconveyance of the 

lien of each Mortgage, executed by the applicable Mortgagee and acknowledged, in a form 

reasonably requested by Landlord, releasing a portion of the Premises (or one (1) or more of the 

Parcels, if applicable) and all other collateral related thereto from the lien of such Mortgage. 

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1.145 Redevelopment. "Redevelopment" means all construction of improvements, 

buildings or other structures on the Premises or any Parcel ( excluding all Alterations) occurring 

after the completion of the Improvements initially constructed thereon. 

1.146 Rent. "Rent" means any Base Rent, Additional Rent, or other amounts of money 

and charges payable in accordance with this Lease. 

1.147 Required Core Space. "Required Core Space" means all core and interior spaces 

of the Housing Project that are necessary to support such Housing Units, including, without 

limitation, corridors, entrances, public restrooms, mail rooms, package areas, lobby areas, 

concierge desks, property management storage areas, elevators and elevators lobbies, loading 

docks, trash areas, stairwells, mechanical, electrical or telecommunication rooms, and other nonresidential spaces necessary to support the Housing Units. 

1.148 Retail Management Plan. "Retail Management Plan" means the retail 

management plan attached hereto as Exhibit 0, as such plan may be amended, updated or revised 

from time to time. 

1.149 Retail Project. "Retail Project" means up to 

of Retail Space to be designed and constructed on the Premises by Tenant. 

1.150 Retail Space. "Retail Space" means each of the individual retail spaces to be 

designed, constructed, and managed on the Premises by Tenant in accordance with this Lease 

and the Retail Management Plan. 

1.151 Retail Uses. "Retail Uses" means those categories and types of retail uses that 

Tenant reasonably determines to be appropriate for a mixed-use housing development of the type 

contemplated by the Conceptual Development Plan other than those expressly prohibited by the 

Retail Management Plan. 

1.152 Retrocession Date. "Retrocession Date" the date in which the California State 

Lands Commission has recorded any orders and/or resolutions, which provide that the State of 

California has consented to Landlord's request to accept retrocession from exclusive legislative 

jurisdiction to concurrent legislative jurisdiction for the Premises. 

1.15 3 RFP. "RFP" means that certain Request for Proposals for a Housing 

Development Opportunity within NASA ARC, dated as of October 18, 201 7, as amended. 

1.154 ROD. "ROD" means the Record of Decision signed by Landlord in November 

2002 and attached hereto as Exhibit E-4, which adopted Mitigated Alternative 5 in the EIS and 

the mitigation measures set forth in the NADP MIMP. 

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1.155 RWOCB. "RWQCB" means the Regional Water Quality Control Board and any 

successor agency of similar authority, rights, powers, duties, and obligations as previously vested 

in the RWQCB. 

1.156 Samples. "Samples" means physical examples of the materials to be supplied in 

connection with any portion of the work described in the Design and Construction Documents. 

1.157 SCVWD. "SCVWD" means the Santa Clara Valley Water District and any 

successor agency of similar authority, rights, powers, duties, and obligations as previously vested 

therein. 

1.158 Section 106. "Section 106" means Section 106 of the NHPA (as defined in 

section 1. 113). 

1.159 · Shop Drawings. "Shop Drawings" means drawings, diagrams, schedules and 

other data specifically prepared by any contractor and subcontractor, manufacturer, supplier or 

distributor for any portion of the work described in the Design and Construction Documents or 

the Infrastructure Construction Documents to illustrate some portion of such work. 

1.160 SHPO. "SHPO" means the California State Historic Preservation Officer of the 

Office of Historic Preservation and any successor agency of similar authority, rights, powers, 

duties, and obligations as previously vested therein. 

1.161 Square Feet. "Square Feet" ( or "Square Foot") means a calculation of gross 

square feet ( or a gross square footage) as determined by the Standard Method for Measuring 

Floor Area in Office Buildings published by the Building Owners and Managers Association 

International in effect as of the Commencement Date. 

1.162 Street Improvements. "Street Improvements" means those street and roadway 

improvements (including curb and gutter, sidewalk, median, landscaping, street lights, other 

improvements associated with such streets and roadways, and underground Utilities) described 

and shown on Exhibit R-1 that are to be constructed and installed by Tenant. 

1.163 Subject Property. "Subject Property" means, with respect to Pre-Construction 

Assignment, Post-Construction Assignment, Equity Transaction or Financing Transaction, the 

portion of the Premises ( or, if applicable, one ( 1) or more of the Parcels comprising the Premises) 

which is the subject thereof. 

1.164 Sublease of Space. "Sublease of Space" means any direct or indirect, voluntary, 

involuntary or by operation of law lease, sublease or other right to use and occupy space, granted 

to any person or entity other than an Affiliate, in any buildings or other improvements by Tenant. 

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1.165 Sublease Rents. "Sublease Rents" means all rents (including additional rents of 

any kind and percentage rents), rent equivalents, moneys payable as damages (including 

payments by reason of the rejection of a Sublease of Space in a bankruptcy or insolvency action) 

or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or 

other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including 

security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, 

and other payments and consideration of whatever form or nature received by or paid to or for 

the account of or benefit of Tenant or any of its agents or employees from any and all sources 

arising from or attributable to the Premises ( or applicable portion thereof), including charges for 

utilities, license fees, maintenance fees, charges for property taxes, operating expenses or other 

amounts payable to Tenant (or for the account of Tenant), revenues from telephone services, 

vending, and all receivables, customer obligations now existing or hereafter arising or created 

out of the sublease, license, concession or other grant of the right of the use and occupancy of the 

Premises (or applicable portion thereof) or rendering of services by Tenant, or any of its agents 

or employees and proceeds, if any, from business interruption or other loss of income insurance. 

1.166 Subsequent Improvement Phase. "Subsequent Improvement Phase" means a Phase 

of Improvements that includes: no less than Housing Units, associated Ancillary Uses, all or 

a portion of any Entitled Retail Space, and all necessary Infrastructure Improvements with respect 

thereto that are to be constructed on the Premises as determined by Tenant, which follows the 

construction of the Initial Housing Phase. 

1.167 Subsequent Improvement Phase Parcels. "Subsequent Improvement Phase 

Parcels" means any of the parcels identified on Exhibit A-6 as "Minimum Final Housing Phase 

Parcels," as the same may be modified from time to time by Tenant, and designated by Tenant for 

the development of a Subsequent Improvement Phase with respect to which a Financial Closing 

has occurred. 

1.168 Support Agreement. "Support Agreement" means Landlord's form, prepared for 

each Government Fiscal Year, setting forth the amounts that are estimated to be due and owing 

from Tenant as Rent under this Lease during that Fiscal Year. The current form of Support 

Agreement is attached hereto as Exhibit S, and sets forth the estimated Rent due during the first 

Lease Year. 

1.169 Switchgear C. "Switchgear C" means the switchgear commonly referred to as 

building 590 as shown on Exhibit J and all ancillary equipment and lines located on the Premises 

that is part of Landlord's electrical system that serves the Property. 

1.170 Taking. "Taking" means the acquisition of all or part of the Premises for a public 

use by exercise of the power of eminent domain or voluntary conveyance in lieu thereof, and a 

Taking shall be considered to occur as of the earlier of the date on which possession of the 

Premises ( or part so taken) by the entity exercising the power of eminent domain is authorized as 

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stated in an order for possession or the date on which title to the Premises (or part so taken) vests 

in the entity exercising the power of eminent domain. 

1.171 Technical Submittal. "Technical Submittal" means Product Data, calculations, 

analyses, Shop Drawings or Samples submitted to Landlord so that Landlord may verify that the 

proposed materials or equipment correctly meet the intent of the approved project design. 

1.172 Temporary Construction License. "Temporary Construction License" means a 

license to be executed by Landlord and Tenant from time to time pursuant to the Construction 

Provisions, each of which shall be in the form attached as Exhibit T. 

1.173 Temporary Taking. "Temporary Taking" means a Taking for a temporary period 

during the Term. 

1.174 Tenant. "Tenant" means Mountain View Housing Ventures LLC, a California 

limited liability company, and its permitted successors and assigns pursuant to this Lease. 

1.175 Tenants' Association. "Tenants' Association" means, one (1) or more entities 

established by Landlord and/or other entities that have leased premises at the Property to 

maintain and insure some or all of the common areas of the Property not lying within the 

Premises for the benefit of the tenants and other users and occupants of the Property other than 

the Premises, or, should a Tenants' Association not be formed, another entity that undertakes 

responsibility for the maintenance and insurance of some or all of the common areas of the 

Property not lying within the Premises for the benefit of the tenants and other users and 

occupants of the Property. 

1.176 Tenant's Related Entities. "Tenant's Related Entities" means: (a) Tenant; (b) all 

contractors and consultants of Tenant; and ( c) the employees, agents and representatives of any 

person or entity described in clauses (a) or (b) of this section. 

1.177 Term. "Term" means collectively the Transition Term, the Initial Development 

Term, and the Initial Term. 

1.178 Total Taking. "Total Taking" means either: (a) a Taking of all of the Premises, or 

(b) a Taking of such a substantial portion of the Premises that, in Tenant's reasonable judgment, 

the remaining portion of the Premises ( after repair of the remaining portion of the buildings and 

other Improvements) would be unsuitable, inadequate or impractical for Tenant's use under this 

Lease. Tenant shall deliver to Landlord written notice of Tenant's determination pursuant to 

clause (b) above within calendar days after a Taking occurs (as 

described in section 1.170). Landlord's failure to receive such notice within that 

calendar day period shall be conclusively deemed Tenant's determination that the 

Taking is a Partial Taking. 

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1.179 Transfer. "Transfer" means any Pre-Construction Assignment, Post-Construction 

Assignment, Financing Transaction, Assignment or Sublease of Space, as the context may 

reqmre. 

1.180 Transfer of Ownership. "Transfer of Ownership" means: (a) with respect to 

Tenant, any sale or other transfer of the direct voting stock of Tenant or of the direct membership 

interests in Tenant to any entity that is not an Affiliate; and (b) with respect to any permitted 

assignee or sublessee, any sale or other transfer (whether in a single transaction or in a series of 

related transactions, and whether directly or by sales or transfers of underlying partnership, 

limited liability company, or corporate ownership interests), including by consolidation, merger 

or reorganization, of a controlling interest in such entity. Notwithstanding the foregoing, the 

following transactions shall not be Transfers of Ownership: (i) a sale or transfer of partnership 

interests between partners in a partnership, or of membership interests between members of a 

limited liability company, or of voting or non-voting stock between shareholders of a 

corporation; (ii) transfers of partnership interests, membership interests or voting or non-voting 

stock resulting from the death of a partner, member or shareholder; (iii) transfers of partnership 

interests, membership interests or voting stock to trusts or similar legal vehicle established for 

the benefit of the transferor or his or her spouse, ex-spouse and/or descendants; (iv) the sale or 

transfer of any partnership interest, membership interest or voting or non-voting stock that is 

publicly traded on a widely recognized, national exchange (whether pursuant to any 

consolidation, merger, reorganization or otherwise); (v) any transfer of partnership interest, 

membership interests or voting or non-voting stock that is part of a Financing Transaction or 

Equity Transaction; (vi) a sale or transfer of partnership interests in a partnership, membership 

interests in a limited liability company, or voting or non-voting stock of a corporation between 

and among Affiliates; or (vii) any transfer of partnership interests, membership interests or 

voting or non-voting stock that is part of an Equity Transaction, provided that in connection with 

such transfer the original owners thereof retain day-to-day control. 

1.181 Transition Term. "Transition Term" means the date specified in the Basic Lease 

Information. 

1.182 Transportation Management Association. "Transportation Management 

Association" means one (1) or more entities established by Landlord and/or other entities that 

have leased premises at the Property to implement some or all of the NADP TDM Plan, or, 

should a Transportation Management Association not be formed, another entity that undertakes 

responsibility to implement some or all of the NADP TDM Plan for the benefit of the tenants and 

other users and occupants of the Property. 

1.183 UST. "UST" means each of the four underground storage tanks that are 

individually identified and designated as "UST 19", "UST 20", "UST 57" and "UST 58". 

1.184 Utility. "Utility" means any of water services (including domestic water, steam 

and vacuum line and chilled water services), reclaimed water services, storm water services, 

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sanitary sewer services, vacuum line services, electricity and other power services, cable 

television services, natural gas services, telecommunications and data communications services, 

and such other utilities and associated improvements as may be typically necessary for the 

development or use of the Premises and the buildings and other improvements. 

1.185 Utility Plan. "Utility Plan" means each utility plan attached to this Lease as 

Exhibit 0-1 through Exhibit 0-7 that address how the following utilities: (I) electricity, (2) 

domestic water, (3) natural gas, (4) sanitary sewer, (5) storm water, (6) telecommunications and 

data services; and (7) reclaimed water will be provided, improved, owned and operated on and 

for the Premises, as such plan may be amended or updated from time to time. 

1.186 Utility Transition Date. "Utility Transition Date" shall have the meaning set forth 

in each of the Utility Plans. 

1.187 Value of the Site. "Value of the Site" means 

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ARTICLE2 

Premises 

Controlled Information 

2.1 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases 

from Landlord, for the Term and subject to the reservations of rights and covenants set forth in 

this Lease, the Premises located at the Property. The Premises are described and outlined on the 

diagrams collectively attached hereto as Exhibit A-1 and Exhibit A-2. Landlord and Tenant 

agree that, for purposes of this Lease, the Premises contain the number of acres of gross land 

area specified in the Basic Lease Information. Upon the Commencement Date, Tenant may 

elect to record the Memorandum of Lease in the Official Records of Santa Clara County, 

California, and Tenant shall pay all costs, fees and expenses (including recording fees and 

transfer taxes) in connection therewith. 

2.2 Common Areas. During the Term, Tenant shall have the non-exclusive right, in 

common with other tenants and users of the Property, to use only for their intended purposes the 

common areas (such as driveways, sidewalks, parking areas, loading areas and access roads) in 

the Property but lying outside the Premises that are designated by Landlord as common areas and 

not leased to or allocated for the exclusive use of another tenant or user of the Property. 

Landlord shall have the right from time to time to change the size, location, configuration, 

character or use of any such common areas, construct additional Improvements or facilities in 

any such common areas, or close any such common areas so long as any such action does not 

materially adversely affect Tenant's use of or access to the Premises. Tenant shall not interfere 

with the rights of Landlord and other tenants or users of the Property to use such common areas. 

Landlord, upon request by Tenant, will work with Tenant to relocate, expand or improve the 

pedestrian and/or vehicular access provided to the Premises through such common areas, 

provided the applicable work would be performed by Tenant at Tenant's sole cost and expense 

and any support required from Landlord be reimbursed by Tenant as a Demand Service. 

2.3 Landlord's Easement Rights. 

(a) 

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(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

2.4 Landlord's Grant of Other Rights. In connection with Tenant's use and operation 

of the Premises, Landlord agrees to grant to Tenant or to third parties providing Utilities such 

non-exclusive easements, permits, licenses or rights-of-way over, under, in and across portions 

of the Property outside of the boundaries of the Premises as are reasonably necessary to provide 

Utilities to the Premises or to use, operate, maintain, repair or replace the same. 

In addition, with respect to easements required by 

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Tenant, such easements shall be granted by Landlord for consideration as required under 40 

U.S.C. § 1314 and with the termination rights set forth in 14 C.F.R. § 1204.503(t)(3)(i)(B) and 

(D). Landlord shall work with Tenant to grant to third-parties, any easements, licenses or rightsof-way over the Premises for Utilities or such other purposes as Tenant deems necessary in 

connection with the use and development of the Premises. Landlord shall execute any written 

acknowledgements, consents or other documents that are reasonably necessary to give effect to 

such easements, licenses or rights-of-way over the Premises. 

2.5 Landlord's Rights during the Transition Term. 

(a) 

(b) 

2.6 Landlord's Reservation of Rights during Term. 

(a) Landlord's grant to Tenant of the leasehold estate under this Lease is subject to 

Landlord's reservation of the right to use, own, operate, inspect, maintain, repair, renovate and 

replace the buildings, equipment, fixtures, facilities, Utilities and other improvements located on 

or near the Premises, as set forth in Exhibit J (collectively, "Landlord Reserved Spaces") as of 

the Commencement Date, together with the right to enter the Premises for the foregoing 

purposes, and Tenant hereby consents thereto; provided that any such entry, shall be made upon 

not less than prior written notice in a non-emergency situation, and shall 

be undertaken so as to cause as little interference to Tenant as practicable and shall be subject to 

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Tenant's coordination and oversight requirements. Notwithstanding the foregoing, if such entry 

is required for emergency or security purposes and such prior notice is not possible, then no prior 

notice shall be required and such entry may occur at any time and shall not be subject to Tenant's 

coordination and oversight requirements; provided that Landlord shall remain obligated to cause 

as little interference to Tenant as practicable in connection with such entry. The Parties agree 

that Landlord's Utility systems and the related infrastructure, including Switchgear C, shall 

remain on the Premises unless and until Tenant elects to relocate the Utility systems and the 

related infrastructure and/or construct a replacement for Switchgear C in location(s) lying outside 

the Premises selected by Landlord in Landlord's reasonable discretion, and such replacement is 

determined to be operational, all in accordance with the Utility Plans and section 1.08 of the 

Construction Provisions. Landlord Reserved Spaces shall not be included in the definition of the 

Premises except as set forth herein. Notwithstanding anything to the contrary herein, from and 

after the conveyance of title to such replacement, the applicable original Utility systems, related 

infrastructure and/or Switchgear C may be removed from the Premises by Tenants and the 

associated portions of the Landlord Reserved Spaces shall no longer be deemed Landlord 

Reserved Spaces for the purposes of this Lease and thereafter will be included in the definition of 

the Premises. 

(b) This Lease is subject to the terms and conditions of all existing easements, 

permits, licenses and other matters affecting title to the Premises or the use and operation of the 

Premises that, in each case, are of record as of the Commencement Date. 

( c) Landlord hereby reserves the right for Landlord and its other tenants, users and 

occupants of the Property to use the roadways and adjacent sidewalks on the Premises, subject to 

any reasonable rules and regulations established by Tenant from time to time with respect thereto 

that do not violate the requirements of the Housing TOM Plan; provided that Tenant shall have 

the continuing right to temporarily or permanently modify, restrict, or prohibit access to all or 

any portion of the sidewalks from time to time and to temporarily modify, restrict, or prohibit 

access to all or any portion of the roadways from time to time in a manner consistent with the 

Housing TOM Plan, in connection with its use, operation, construction, maintenance, and 

enjoyment of the Premises, subject to the notice requirements set forth in the Construction 

Provisions, to the extent the same are applicable. 

(d) Landlord hereby reserves the right for Landlord's employees, agents and security 

personnel to enter the Premises, including the buildings and improvements thereon, at all times, 

without escort, for purposes of carrying out Landlord's authorized security or other protective 

services responsibilities, Landlord's authorized construction permitting or inspection 

responsibilities, and Landlord's Modified ISP Services or Demand Services responsibilities. 

(e) Until the expiration of the Transition Term, this Lease is subject to the terms and 

conditions of the CANG Agreements. Tenant hereby acknowledges receipt of the CANG 

Agreements, and acknowledges the CANG Agreements grants CANG the right to use the portion 

of the Premises identified as "Temporary Use Areas" or "TU As" in the CANG Agreements. 

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Landlord reserves on behalf of the CANG to continue the CAN G's occupancy of the CANG 

Permitted Area as shown on Exhibit P-1 pursuant to the CANG Agreements until the expiration 

of the Transition Term. Landlord and CANG have agreed that CANG, subject to the availability 

of appropriated funds, will relocate into its permitted premises and vacate and surrender the 

CANG Permitted Area on or before the expiration of the Transition Term. 

2.7 Tenants' Associations. Tenant acknowledges that Landlord may convey an 

interest in some or all of the common areas of the Property lying outside the Premises to one (1) 

or more Tenants' Associations, or that Landlord may transfer to one (I) or more Tenants' 

Associations, and the same shall assume, the obligations to perform applicable services with 

respect to common areas of the Property lying outside the Premises. In any such event, if and to 

the extent necessary to give effect to such conveyance or transfer, Tenant shall execute, 

acknowledge as appropriate, and deliver to Landlord (promptly following Landlord's written 

request) such documents, instruments and agreements as Landlord may reasonably require and 

Tenant shall reasonably approve. Notwithstanding the foregoing, Tenant shall have no 

obligation to execute and deliver any such document, instrument or agreement if the same would 

increase Tenant's monetary or other material obligations, or Tenant's business or economic risk 

or reduce Tenant's rights under this Lease. Tenant may, at its option, become a member of any 

Tenants' Association. In no event shall Landlord have the right to transfer its obligations to 

perform any Modified ISP Services to any Tenants' Association without Tenant's consent, in its 

sole and absolute discretion. 

2.8 Transportation Management Associations. With respect to each Transportation 

Management Association created that implements some or all of the NADP TDM Plan which 

affects or impacts Tenant or the Premises ( or any portion thereof), if and to the extent necessary 

to such implementation, Tenant shall execute, acknowledge as appropriate, and deliver to 

Landlord (promptly following Landlord's written request) such documents, instruments and 

agreements as Landlord may reasonably require and Tenant shall reasonably approve. Tenant 

may, at its option, become a member of any Transportation Management Association. Upon 

Landlord's request, Tenant shall provide to Landlord the number ofresidents and employees 

living and working on the Premises and any relevant information that may be necessary for 

Landlord to perform traffic analyses of the Property. 

2.9 Housing Management Plan. As further detailed in the Housing Management Plan 

attached hereto as Exhibit G, Tenant is required to reserve of the Housing 

Units as Affordable Housing Units. The Affordable Housing Units shall be made available at 

rates affordable to of Area Median Income households, as adjusted for household size, in 

accordance the procedures set forth in the Housing Management Plan. Such procedures include, 

without limitation, Tenant's obligation to maintain a housing preference system with respect to 

the market rate Housing Units and the Affordable Housing Units that conforms to and is 

compliant with the Housing MIMP. Notwithstanding the foregoing, should Tenant enter into a 

Post-Construction Assignment of the Housing Units pursuant to section 12.3, the housing 

preference system shall not apply to the Housing Units that are assigned. Tenant shall retain a 

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Qualified Leasing Management Company to operate the Housing Project in accordance with the 

Housing Management Plan. The Housing Management Plan may be amended from time to time 

by written mutual agreement of both Parties. Any updates or amendments to the Housing 

Management Plan shall comply with the requirements of this section, Applicable Laws and any 

other applicable requirements of this Lease. ',, 

2.10 Retail Management Plan. Landlord and Tenant have approved the Retail 

Management Plan attached hereto as Exhibit 0. The Retail Management Plan sets forth the 

prohibited Retail Uses and prohibited Subtenants under this Lease. Tenant shall be permitted to 

lease Retail Space for any other Retail Uses. The Retail Management Plan may be amended 

from time to time by written mutual agreement of both Parties. 

3.1 Transition Term. 

ARTICLE3 

Term 

(a) The Transition Term of this Lease shall commence on the Effective Date and, 

unless sooner terminated as specifically provided in this Lease, shall end on the date that is 

after the Effective Date. Notwithstanding the foregoing, 

prior to the Effective Date, Landlord shall have the right to terminate this Lease in its sole 

discretion, for any reason or no reason whatsoever. In the event Landlord elects to terminate this 

Lease prior to the Effective Date, Landlord shall notify Tenant of its intent to terminate this 

Lease, and upon such notification, this Lease shall terminate immediately and this Lease will no 

longer be in force or effect. 

(b) 

(c) Tenant's obligation to accept the Premises upon the expiration of the Transition 

Term and to perform its obligations under this Lease during the Initial Development Term and 

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the Initial Term are subject to the satisfaction, prior to the expiration of the Transition Term, of 

each and all of the following conditions precedent (the "Conditions Precedent"): 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

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(vii) 

( d) 

( e) 

3.2 Initial Development Term. 

(a) Unless this Lease is terminated in accordance with section 3.l(a), 3.l(b) or 3.l(d), 

Landlord grants to Tenant a leasehold estate in and to the Premises upon the first day of the 

Initial Development Term, which shall be the Commencement Date. Tenant acknowledges that, 

in such event, prior to accepting delivery of the Premises, Tenant will have had adequate time to 

inspect the Premises or have the Premises inspected by professional consultants retained by 

Tenant; and, subject to the terms of this Lease, the condition of the Premises for the purposes of 

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the Projects, will be acceptable to Tenant. Except for Existing Environmental Conditions and 

except for other matters specifically identified in this Lease as remaining the responsibility of 

others, unless Tenant terminates this Lease in accordance with section 3.l(b) or 3.l(d), Tenant 

shall accept the Premises in its "AS IS" condition, with all faults, without any covenant, 

representation or warranty of any kind or nature whatsoever (including with respect to the 

condition of title to the Premises, or the suitability of the Premises or any Utility systems serving 

the Premises for Tenant's purposes) except for the express representations and warranties of 

Landlord made in this Lease, and Tenant is relying solely on its own investigation of the 

Premises and such express representations and warranties of Landlord. Except as expressly set 

forth in this Lease, Tenant agrees that Landlord has made no representations or warranties 

concerning such conditions, state of repair and use, nor any agreement or promise to alter, 

improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees 

that except as expressly set forth in this Lease, Landlord has made no representations or 

warranties concerning any due diligence materials, reports, reviews, studies, analyses and other 

such similar documentation Landlord has made available to Tenant, including all information 

and findings contained therein. Except as expressly set forth in this Lease, Landlord shall have 

no obligation to construct or install any improvements on or about the Premises or to remodel, 

renovate, recondition, alter or improve the Premises in any manner, except for the Landlord 

Reserved Spaces. 

3.3 Initial Term. 

(a) The Initial Term of this Lease shall commence immediately following the Initial 

Development Term and, unless sooner terminated as specifically provided in this Lease, shall 

end on the Expiration Date. 

3.4 No Holdover. It is expressly agreed and understood by both Landlord and Tenant 

that Tenant is obligated to surrender possession of the Premises to Landlord upon the expiration 

of the Term or earlier termination of this Lease, and Tenant shall have no right to holdover in 

possession of the Premises thereafter. 

3.5 Surrender of the Premises. 

(a) Upon expiration of the Term, or any earlier termination of this Lease, Tenant shall 

remove all Personal Property, shall comply with the provisions of sections 5.2(e)(vii) and 

5.2(e)(viii), and surrender the Premises, free and clear of all liens, encumbrances or exceptions to 

title other than the exceptions to title as of the Commencement Date and such other exceptions to 

title created or approved by Landlord (or permitted without Landlord's approval) during the 

Term. Except as provided in section 15.2, Tenant shall not remove from the Premises any 

buildings, Infrastructure Improvements, or other Improvements that exist on the Premises 

immediately prior to the expiration of the Term or earlier termination of this Lease, unless 

mutually agreed to by the Parties. The buildings and other Improvements on the Premises shall 

be surrendered in their then "as is" condition as of the expiration of the Term; provided, 

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however, Tenant shall be obligated to repair or restore any damage or destruction, or to restore 

the Improvements in connection with a Taking, as may be required by the provisions of 

ARTICLE 16 or ARTICLE 17, respectively. Tenant shall promptly deliver Tenant's thencurrent book value of the Improvements, all Alterations, and all other improvements to the 

Premises made by Tenant to permit Landlord to properly manage the Premises and the 

Improvements. 

(b) 

(c) 

(d) The provisions of this section 3.5 shall survive any termination of this Lease. 

3.6 Documentation upon Termination or Partial Termination. If this Lease 

terminates, in whole or in part, 

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Landlord shall execute and acknowledge (as appropriate) such of the foregoing 

documents as require Landlord's execution thereof, and deliver the same to Tenant. In addition, 

the Parties shall enter into such other documents as may reasonably be required, including in the 

case of a partial termination, such amendment or restatement of this Lease with respect to the 

portion of the Premises as to which this Lease shall remain in effect as well as such additional 

documents as may be necessary pursuant to section 5.8. Tenant shall pay all costs and expenses 

(including transfer taxes, if any, and recording fees) to record such documents in the Official 

Records of Santa Clara County, California. 

4.1 Base Rent. 

ARTICLE4 

Rent 

(a) Beginning on the Effective Date and continuing throughout the Transition Term, 

Tenant shall pay the annual Base Rent to Landlord, if any, as specified in the Basic Lease 

Information. 

(b) Commencing upon the Commencement Date and continuing until the end of the 

Initial Development Term, Tenant shall pay to Landlord the annual Base Rent specified in the 

Basic Lease Information. 

(c) During the first year of the Initial Term and each Lease Year of the Initial Term 

thereafter, subject to the remaining provisions of this section 4.l(c), the Base Rent for the 

Premises or the applicable portion thereof for such Lease Year shall be equal to 

Notwithstanding the foregoing, if Tenant enters into an Assignment in accordance with the terms 

and conditions hereof with a party that is not an Affiliate, then the Base Rent for the Parcels that 

are the subject of such Assignment shall be equal to 

(d) Initial Value of the Site. 

(i) For the purposes of the preceding section 4.1 ( c ), the Initial Value of the 

Site shall be determined in accordance with this section 4.l(d). The Initial Value of the Site has 

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been mutually agreed to by the Parties to be 

(ii) Appraisal Process. 

f 

( e) If in any Lease Year during the Initial Term either: (i) 

Tenant's payment of Base Rent for such Lease Year is 

pursuant to section 4.l(c)(ii)(B) or (ii) 

, then Landlord shall have the right, within after the 

commencement of such Lease Year or within of the determination of the Value of 

the Site, as the case may be, to request from Tenant a 

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Provided Landlord 

timely submits such request to Tenant, Tenant shall deliver, or caused to be delivered, 

within after the later of (i) its receipt of 

Landlord's request or (ii) the end of the last calendar year to which the applicable 

(t) Landlord's Audit Rights. In the event: 

Landlord shall have the right to audit, the information provided by 

Tenant to substantiate Tenant's Determinations and upon Landlord's request, Tenant shall make 

available to Landlord 

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4.2 Security Deposit. The Security Deposit shall be held by Landlord as security for 

the performance by Tenant of the covenants expressly set forth in this Lease to be performed by 

Tenant, and Tenant shall not be entitled to interest thereon (or on any amount paid to Landlord in 

advance for Demand Services). If Tenant fails to perform any of the covenants expressly set 

forth in this Lease to be performed by Tenant, then Landlord shall have the right, but no 

obligation, to apply the Security Deposit, or so much thereof as may be reasonably necessary, to 

cure any such failure by Tenant. If Landlord applies the Security Deposit or any part thereof to 

cure any such failure by Tenant, then Tenant shall immediately pay to Landlord the sum 

reasonably necessary to restore the Security Deposit to the full amount required by this section 

4.2. Landlord shall return any remaining portion of the Security Deposit to Tenant within 

after termination of this Lease. Upon termination of the original Landlord's or any 

successor owner's interest in the Premises, the original Landlord or such successor owner shall 

be released from further liability with respect to the Security Deposit upon the original 

Landlord's or such successor owner's transferring the Security Deposit to the new owner. 

4.3 Additional Rent. 

(a) During each Fiscal Year (or part thereof) during the Term, Tenant shall pay to 

Landlord, as Additional Rent, quarterly in advance on the 

, and in accordance with this Lease and the terms and conditions of the annual 

Support Agreement: 

(i) 

(ii) 

(iii) 

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(iv) 

(b) Throughout the Term, Tenant shall pay, as Additional Rent, 

(i) 

. 

4.4 Procedures for Additional Rent. 

(a) 

(b) 

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( c) If the Initial Term commences or ends on a day other than the first or last day of a 

Fiscal Year, respectively, the amounts payable by Tenant under section 4.3 applicable to the · 

Fiscal Year in which the Initial Term commences or ends shall be prorated according to the ratio 

which the number of days during the Initial Term in such Fiscal Year bears to three hundred 

sixty - five (365). Termination of this Lease shall not affect the obligations of Landlord and 

Tenant pursuant to section 4.2 to be performed after such termination. 

4.5 Initial Payments. Within days after the Effective Date, Tenant 

shall pay to Landlord: (a) the amount of the Security Deposit and (b) such other amounts, if any, 

as are set forth on the initial Support Agreement for the calendar quarter during which the 

Effective Date occurs. 

4.6 

4.7 Taxes Payable by Tenant. 

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(a) 

(b) Tenant shall have the right to pay any such real property or other tax under protest 

and Tenant shall not be required to pay, discharge or remove any such tax so long as Tenant 

shall: (i) in good faith contest the same or the validity thereof by appropriate legal proceedings 

in such a manner as to prevent the tax sale of any portion of the Premises, the buildings or other 

Improvements thereon and/or Tenant's leasehold estate; and (ii) give Landlord prompt written 

notice of its intention to do so at least before Tenant would have been 

obligated to pay any such tax pursuant to this Lease, but for such contest. In the event of any 

such contest, within after the final determination thereof adversely to 

Tenant, Tenant shall pay and discharge the amounts determined to be due from Tenant together 

with any penalties, fines, interest, costs and expenses resulting from such contest or other 

proceeding. During any such contest, Tenant shall pay the uncontested amount of any such tax 

and, to the extent required by Applicable Law, the contested amount of any such tax. Landlord 

shall not interfere with Tenant's right to so initiate and prosecute a contest of any such tax. 

4.8 Rent Payments. Tenant shall pay all Base Rent under section 4.1 and all 

Additional Rent under section 4.3 via wire transfer in accordance with such instructions as 

Landlord may from time to time designate in writing. Landlord's wire instructions shall include 

the number of this Lease. All payments of Rent shall be made in advance: with respect to Base 

Rent, payments shall be made in equal quarterly installments on or before the first day of each 

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and every government fiscal quarter of each Lease Year after the Effective Date during the 

Term; and with respect to Additional Rent, on or before the first day of each and every 

government fiscal quarter after the Effective Date during the Term. Tenant shall pay all Rent to 

Landlord without notice, demand, deduction or offset (except as specifically set forth in this 

Lease), in lawful money of the United States of America. 

4.9 

5.1 Permitted Use. 

ARTICLES 

Use of the Premises 

(a) Subject to the provisions of this ARTICLE 5, Tenant shall use the Premises only 

for the Permitted Uses and for lawful purposes incidental thereto, including Permitted Activities. 

Unless Landlord, in its sole and absolute discretion, consents to any change in the Permitted 

Uses or increase in the Entitled Uses, Tenant shall not construct improvements, buildings or 

other structures (including in connection with any Alterations or Redevelopment) for any 

purposes other than the Permitted Uses and up to the Entitled Uses set forth in the Basic Lease 

Information. Tenant shall, at all times, exercise precautions for the safety and health of all 

persons on the Premises. 

(b) Tenant shall not permit the Premises to be used for any prohibited use set forth in 

the Retail Management Plan. Tenant shall not use or knowingly allow the Premises to be used 

for any unlawful activity. Tenant shall not receive, store or otherwise handle any product or 

material that is explosive or highly inflammable, except in accordance with Applicable Laws. 

5.2 Environmental Requirements. 

(a) Portions of the Property are underlain by a plume of contaminated groundwater 

that comprises two Superfund sites: the former Naval Air Station Moffett Field; and the 

Middlefield- Ellis - Whisman ("MEW") site ("MEW Regional Plume"). Tenant understands 

that the groundwater is contaminated with solvents and petroleum hydrocarbons. The MEW 

Regional Plume is also subject to vapor intrusion of solvent and fuel vapors originating from 

groundwater. The EPA has identified responsible parties for the contamination which is the 

subject of these Superfund sites. Those parties include Landlord, Navy and the MEW 

Companies. Tenant hereby acknowledges receipt of the Environmental Reports and 

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Environmental Agreements. It is not the intention of the Parties that this Lease allocates any 

liability for any Existing Environmental Conditions to Tenant, except solely as provided in 

section I I . I . 

(b) Tenant has conducted due diligence activities within certain areas of the Premises 

as approved by Landlord. However, Landlord acknowledges that Tenant has not conducted due 

diligence activities on portions of the Property outside, but in the vicinity, of the Premises, 

although Landlord has provided to Tenant certain Environmental Reports and documents 

pertaining to the environmental condition of portions of the Property in the vicinity of the 

Premises. If Tenant desires to conduct additional testing of those portions of the Property on 

which Infrastructure is to be constructed, Landlord will cooperate in allowing such testing on 

terms and conditions mutually acceptable to the Parties. 

( c) Landlord shall promptly cooperate with Tenant in arranging, coordinating and if 

necessary, participating in meetings with third parties (including, without limitation, Navy, 

CANO, EPA, DTSC, RWQCB, SCVWD, the MEW Companies and/or the RAB) concerning the 

use, operation and redevelopment of the Premises, including, without limitation, in connection 

with Existing Environmental Conditions and the development of the Projects. Additionally, 

Landlord will provide Tenant with copies of all written communications (or advise Tenant in 

general about all non-written communications) with third parties (including, without limitation, 

Navy, CANO, EPA, DTSC, RWQCB, SCVWD, the MEW Companies and/or the RAB) 

regarding Existing Environmental Conditions pertaining to or affecting the Premises. 

(d) Tenant may request for the MEW Companies to accept any dewatering discharge 

by Tenant into the treatment systems operated by the MEW Companies on the Premises and/or 

Property. 

(e) Tenant hereby agrees that: 

(i) Tenant shall not conduct, or permit to be conducted, on the Premises any 

activity which is not a Permitted Activity; 

(ii) Tenant shall not use, store or otherwise handle, or permit any use, storage 

or other handling of, any Hazardous Material which is not a Permitted Material on or about the 

Premises ( except for Existing Environmental Conditions and any Hazardous Material introduced 

by Landlord, MEW Companies, CANO, and/or the Navy); 

(iii) Tenant shall obtain and maintain in effect all permits and licenses required 

pursuant to applicable Environmental Laws for Tenant's activities on the Premises, and Tenant 

shall at all times comply with all Environmental Laws applicable to Tenant's activities on the 

Premises. Tenant shall provide to Landlord a copy of all permits and licenses obtained by 

Tenant from outside agencies pertaining to Tenant's activities on the Premises; 

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(iv) Tenant shall not engage in the storage, treatment or disposal on or about 

the Premises of any Hazardous Material except those used, stored, handled or generated in the 

course of Permitted Activities; 

(v) Tenant shall not install any aboveground or underground storage tank or 

any subsurface lines for the storage or transfer of any Hazardous Material, except in accordance 

with Environmental Laws, and Tenant shall store all Hazardous Materials in a manner that 

protects the Premises, the buildings and other improvements, the Property and the environment 

from accidental spills and releases; 

(vi) Tenant shall not cause the release of any Hazardous Material on or about 

the Premises in violation of applicable Environmental Laws; 

(vii) Except for (A) Hazardous Materials existing or located at, upon, under or 

within the Premises as of the Commencement Date, (B) Permitted Materials, and (C) any 

Hazardous Materials introduced to the Premises at any time by Landlord, MEW Companies, 

CANG, and/or the Navy or any of their respective employees, agents, contractors or licensees, 

Tenant shall: (I) promptly remove from the Premises any Hazardous Material introduced, or 

permitted to be introduced, onto the Premises by Tenant, and (2) on or before the date Tenant 

ceases to occupy the Premises (or any portion thereof), Tenant shall remove from the Premises 

( or such portion thereof) any Hazardous Material handled by or permitted on the Premises ( or 

such portion thereof) by Tenant in violation of applicable Environmental Laws. Prior to the 

removal of any Hazardous Material introduced to the Premises by Tenant, Tenant shall be 

responsible for obtaining its own EPA and State identification number and executing manifests 

to the extent the foregoing are required by applicable Environmental Laws for the removal of 

any such Hazardous Material; and 

(viii) If any release of a Hazardous Material to the environment, or any 

condition of pollution or nuisance, occurs on or about or beneath the Premises or the buildings or 

other Improvements as a result of any act or omission of Tenant or Tenant's Related Entities 

( excluding any Existing Environmental Conditions and any Hazardous Material introduced by 

Landlord, MEW Companies, CANG, and/or the Navy), Tenant, at Tenant's sole cost and 

expense, shall promptly undertake all remedial measures required to clean up and abate or 

otherwise respond to the release, pollution or nuisance in accordance with all applicable 

Environmental Laws. 

(ix) In the event of a spill or other discharge of Hazardous Material in or on 

the Premises or the Property in an amount that is reportable under applicable Environmental 

Laws, the party on whose property the spill occurs and/or who is responsible for the spill, shall 

promptly notify the other party of the occurrence of the spill upon obtaining actual knowledge 

thereof. If Tenant is made aware of any spill or other discharge of Hazardous Material in or on 

the Premises in an amount that is reportable under applicable Environmental Laws, Tenant shall 

promptly notify NASA ARC dispatch (650-604-5416). Tenant shall have no liability for or 

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obligation relating to Existing Environmental Conditions and any Hazardous Material introduced 

by Landlord, MEW Companies, CANO, and/or the Navy. In addition, Tenant shall have no 

liability or obligation in the event Landlord or any third party introduces any Hazardous Material 

on, into or under the Premises, which includes, but is not limited to, the sanitary sewer and storm 

water infrastructure, contents thereof and discharges therefrom. Any and all such liability shall 

remain with Landlord and/or such third parties. Should Tenant and/or Tenant's Related Entities 

introduce Hazardous Material that are not related to or arising from the Existing Environmental 

Conditions, then Tenant's liability and obligation to indemnify and defend Landlord against and 

hold Landlord harmless from all claims against Landlord shall be as prescribed under Section 

I I. I (b ). 

(x) If Landlord gives written notice to Tenant that Tenant's use, storage or 

handling of any Hazardous Material on the Premises may not comply with this Lease, Tenant 

shall correct any such violation within after Landlord gives written 

notice thereof to Tenant; provided, however, that if, by the nature of such violation, the same 

cannot reasonably be cured within such period of , Tenant shall have 

such reasonable time as may be necessary as long as Tenant commences with due diligence and 

dispatch the curing of such violation within such period of and, having 

so commenced, thereafter prosecutes with diligence and dispatch and completes the same. 

5.3 

5.4 Compliance with Law. 

(a) General. Tenant shall, at Tenant's sole cost and expense, comply, and cause 

Tenant's Related Entities to comply, with (i) all Applicable Laws now in force or which may 

hereafter be in force, (ii) with all certificates of occupancy issued pursuant to any law by any 

governmental agency having jurisdiction over the Project or the Premises insofar as any thereof 

relate to or are required by the condition, use or occupancy of the Premises or the operation, use 

or maintenance of any personal property, fixtures, machinery, equipment or Improvements on 

the Premises, and (iii) the NASA ARC Regulations set forth in Exhibit N; provided, however, 

NASA ARC Regulations existing as of the Effective Date and/or any new NASA ARC 

Regulations that are promulgated or approved after the Effective Date by Landlord that would 

directly serve to increase Tenant's costs to develop and/or operate the Premises as permitted by 

this Lease, shall not apply to Tenant except to the extent such change or new regulation is 

required by Applicable Laws, is part of a nationwide change that Landlord is making to all 

similar regulations throughout the United States, and/or is reasonably necessary to address 

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critical health or life safety issues. In the event Landlord revises, updates, or replaces any NASA 

ARC Regulation set forth in Exhibit N or promulgates any new NASA ARC Regulations that 

apply to the Premises and the Project (collectively, "New NASA ARC Regulations"), Tenant 

agrees to comply with all New NASA ARC Regulations that comply with the foregoing 

provisions of clause (iv) of this section 5.4(a) as soon as reasonably possible upon notification by 

Landlord of such New NASA ARC Regulation. Tenant may request a waiver from complying 

with the applicable New NASA ARC Regulation within the time frame required to comply or to 

be exempt from the requirements of the New NASA ARC Regulation. If Landlord is unable to 

either waive the compliance time frame or exempt Tenant from complying with the New NASA 

ARC Regulation due its requirements to compliance with all Applicable Laws, Tenant may seek 

other legal means within all Applicable Laws to waive the time frame to comply with the New 

NASA ARC Regulation or to be exempt from the New NASA ARC Regulation. 

(b) Tenant shall not discriminate against any individual or business entity on the basis 

of race, color, gender, disability, religion, national origin, familial status, age, sexual origination, 

gender identity, or genetic information in: (i) the use, occupancy, or lease of the Premises; (ii) 

the selection of construction subcontractors, vendors or suppliers; or (iii) any employment 

practices with respect to employees employed at or in connection with the Premises. Tenant 

shall further cause its Tenant Related Entities to comply with the requirements of this section 

4.l(b), as it applies to any contracts, leases, or agreements entered into on behalf of Tenant 

related exclusively to this Project or use of Premises. 

(c) Tenant, in its own name and at its sole cost and expense, may contest the 

applicability and/or validity of any Applicable Law. 

(d) Safety. Notwithstanding section 5.4(a), Tenant and Tenant's Related Entities 

shall not be obligated to comply with the NASA Ames Health and Safety Plan, except with 

respect to Ames Procedural Requirements 8715.1 (Ames Health and Safety Manual): Section 4 

(Mishap and Close Call Reporting); Section 7 (Ames Radiation Safety Guide); Section 8 (Laser, 

Microwave and other Nonionizing Safety); Section 10 (Pressure System Safety); Section 12 

(Explosives Safety); Section 15 (Cryogenic Safety); Section 27 (Construction Safety 

Management); Section 30 (Asbestos Management Plan); Section 35 (Lead Management Plan); 

and Section 52 (Biosafety). Tenant and Tenant's Related Entities shall also comply with NPD 

8710.5 (Policy for Pressure Vessels and Pressurized Systems) and NASA STD 8719.17 (NASA 

Requirements for Ground-Based Pressure Vessels and Pressurized Systems), to the extent 

applicable to Tenant. Tenant shall deliver prior written notice to Landlord before Tenant 

manufactures, uses, stores or transports any such items on or about the Premises or the Property, 

and Landlord shall have the right to approve (and establish requirements for, or conditions of, 

approval) before Tenant manufactures, uses, stores or transports any such items. 

(e) Radio Frequency. In accordance with NPR 2570.1 (NASA Radio Frequency 

Spectrum Management}, Tenant and Tenant's Related Entities are required to submit to 

Landlord's Radio Frequency Spectrum Manager a request for spectrum certification for all 

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activities requiring use of the radio frequency electromagnetic spectrum. Tenant shall obtain 

prior written approval from Landlord's Radio Frequency Spectrum Manager before operating or 

using any radio frequencies on or about the Premises and the Property. 

(t) Use of NASA Insignia. This Lease does not grant Tenant any rights to use the 

NASA or NASA ARC name, initials, logo or insignia. Tenant agrees to submit to Landlord for 

its approval all promotional and advertising material that uses the NASA or NASA ARC name, 

initials, logo or insignia prior to publication. Approval by Landlord shall be based on Applicable 

Laws (e.g. 51 U.S.C. §§ 20141, 2011 l(a) and 20113(a); and 14 C.F.R. § 1221.100 et seq.) and 

policy governing the use of the words "National Aeronautics and Space Administration" and the 

letters "NASA." 

5.5 Environmental Stewardship and Sustainability. 

(a) Tenant agrees to consider implementing appropriate measures consistent with 

Landlord's recycling, energy, and water conservation programs, including the use of reclaimed 

water for irrigation so long as such measures are commercially reasonable and appropriate in 

Tenant's business judgment. 

(b) Tenant, at its sole cost and expense, shall comply with the Housing TDM Plan. In 

addition, Tenant will cooperate with Landlord with respect to the NADP TDM Plan (including 

reimbursement of Tenant's fair share allocation of the cost of Landlord's annual Property- wide 

TDM cordon count) and hereby authorizes Landlord (and any Tenants' Association or 

Transportation Management Association) to complete a transportation survey of the employees 

of Tenant and Tenant's Related Entities as may be requested from time to time. 

( c) Tenant shall implement an integrated pest management program, which 

emphasizes preventative measures and Tenant's use of chemicals and pesticides only in the 

absence of other effective measures. Tenant will consider including appropriate measures from 

Landlord's integrated pest management program. 

(d) Tenant shall select California native plants in connection with its landscaping of 

the Premises; provided, however, that any phytoremediation project may utilize non-native 

plants from an EPA-approved list of plants. 

(e) Landlord and Tenant shall comply with their respective requirements set forth in 

the Housing MIMP. 

(t) 

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(g) Tenant shall endeavor to apply, to the maximum extent commercially feasible, 

sustainable design principles to the design and construction of all Alterations, Improvements, 

Redevelopment and Infrastructure in accordance with Applicable Laws. 

5.6 NEPA Requirements. 

(a) During the Transition Term, Tenant will submit an environmental checklist for 

the Initial Project pursuant to APR 8822.1 (NASA Research Park Design Review Program) and 

NPR 8580.1 (Implementing NEPA and Executive Order 12114) that is consistent with the 

Permitted Uses, Entitled Uses, Project Description and the Housing MIMP. Landlord will review 

the checklist and Tenant's supporting documents to issue a record of environmental 

consideration. Issuance of the record of environmental consideration would complete the NEPA 

process and documentation for the Initial Project, and no further NEPA review would be 

required to implement the Initial Project as contemplated under this Lease and the Housing 

MIMP. 

(b) In the event Tenant proposes a Project that is not consistent with the Permitted 

Uses, Entitled Uses, the Project Description and/or the Housing MIMP, Tenant and Landlord 

shall cooperate in undertaking any reviews, studies, analyses, or other documentation required 

pursuant to NEPA for such proposed Project. Tenant shall perform ( or reimburse Landlord for 

its costs of performing) such reviews, studies, or analyses for Landlord review and approval 

pursuant to NPR 8580.1 (Implementing NEPA and Executive Order 12114 ), and Tenant shall 

participate in any public meetings and meetings with government agencies or other stakeholders 

pursuant to NEPA requirements for such Project. 

5.7 Entry by Landlord. Landlord shall have the right, subject to the provisions below, 

to enter the Premises during normal business hours to: (a) inspect the Premises (including to 

perform routine periodic inspections for compliance with environmental, construction, public 

health and safety standards); (b) determine whether Tenant is performing Tenant's obligations 

hereunder; (c) supply any service to be provided by Landlord, including Demand Services; or (d) 

post notices of non - responsibility, provided that any such entry shall be undertaken so as to 

cause as little interference to Tenant or any of its sub lessees, licensees or invitees as reasonably 

'practicable. Any such entry shall be made upon not less than ' prior 

written notice and Landlord shall coordinate with Tenant on such entry, including the 

requirement that Landlord be accompanied by a representative of Tenant. Notwithstanding the 

foregoing, if entry is required for emergency or security purposes and prior notice is not possible, 

then no prior notice shall be required, such entry may occur at any time and such entry shall not 

be subject to Tenant's security requirements. Landlord also specifically reserves the following 

rights: (i) to control ingress to and egress from the Property (as opposed to ingress to and egress 

from the Premises to other portions of the Property), to erect and maintain gates, and to regulate 

or prevent traffic in its normal course of operations to protect the safety of all persons entering or 

leaving the Property and as a means to implement local or national Government-wide security 

measures in accordance with Applicable Laws (provided that the foregoing right to control 

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ingress to and egress from the Premises to the nearest public right of way lying outside the 

Property shall terminate at such time as Landlord's security gate located on the eastern portion of 

the Premises is relocated off the Premises and, provided further, that until such time Landlord 

shall use its best efforts to minimize the impact of restricting ingress and egress from the 

Premises to the nearest public right of way lying outside the Property); (ii) to close temporarily 

all or a portion of the Premises when immediate and substantial danger to life, environment, or 

property is discovered until such danger has been reasonably mitigated (Tenant acknowledges 

that during such temporary closure the safety and security of persons on the Premises and the 

Property shall take precedence over ingress and egress from the Premises to the public right of 

way until such event impacting the safety and security of such persons has ended or has been 

averted); and (iii) on behalf of Landlord, the EPA, the State of California, the Navy, the MEW 

Companies and other entities and governmental agencies that are involved in the remediation of, 

or that are responsible to remediate, existing or future contamination on or about the Property, 

the right to have reasonable access to known or suspected areas of contamination or other areas 

upon which any containment system, treatment system, monitoring system, or other 

environmental response action is installed or implemented, or to be installed or implemented, for 

the purposes of the complying with Environmental Laws; provided, however, (a) that any such 

installation and implementation shall be undertaken so as to cause as little interference to Tenant 

and Tenant's Related Entities as reasonably practicable, (b) that Landlord shall restore or replace 

any damaged or disturbed property caused by Landlord or Landlord's contractors to the 

condition existing immediately prior to such access to the Property, and (c) that any access by 

the MEW Companies be subject to the terms and conditions of the MEW Coordination 

Agreement. Landlord shall cooperate with Tenant in locating any such required equipment in 

locations and installing and implementing such systems in a manner that are compatible with the 

Conceptual Development Plan. Except as otherwise provided under this Lease, 

. 

Any entry to the Premises obtained by Landlord by any of such means shall not under any 

circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the 

Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion 

thereof. 

5.8 Parcelization. At such time as there shall be two or more entities leasing, using or 

occupying different Parcels (whether as a consequence of a partial termination of this Lease, or a 

Transfer of one or more Parcels), or in the case of a Financing Transaction affecting one or more 

but less than all of the Parcels comprising the Premises, the Parties shall restate this Lease into 

separate, independent leases for each of the Parcels (to the extent necessary given the nature 

and/or extent of the partial termination or Transfer in question), and the following provisions 

shall apply: 

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(a) 

(b) 

( c) The number of Affordable Housing Units shall be allocated to the Parcels with a 

mix of bedroom types and in a manner that results in each Parcel having no less than 

designated as Affordable 

Housing Units. 

( d) Tenant shall, in its reasonable discretion, create and implement a governance 

structure among the various Parcels comprising the Premises to address, among other things, the 

need for Infrastructure Parcel(s), the maintenance, repair, replacement and operation of the 

common areas and infrastructure within the Premises (whether pursuant to a reciprocal easement 

agreement, declaration of covenants, conditions and restrictions, or otherwise) and the allocation 

of the costs thereof with such allocation made by an engineer licensed by the State of California 

in a manner consistent with prevailing infrastructure maintenance, repair, and replacement cost 

allocation methodologies for similar projects in the local market area. Tenant shall create and 

implement cost-sharing agreements for infrastructure with such costs allocated on a fair and 

equitable basis in a manner consistent with prevailing standards in the local market area that sets 

forth the obligations for each Parcel to reimburse Tenant or a third party, as the case may be, for 

any infrastructure not yet constructed that benefits the Parcel that is constructed by Tenant or 

such third party. 

(e) 

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(f) The Parties shall execute, acknowledge and deliver such documents as may be 

reasonably required to effect the purposes of this section 5.8. 

ARTICLE6 

Existing Environmental Conditions 

6.1 Acknowledgment by Tenant. Tenant hereby acknowledges that it has been 

informed by Landlord of: (a) the existence of the Environmental Reports listed on Exhibit E-1; 

and (b) the matters that are the subject of the Environmental Agreements listed on Exhibit E-2. 

Tenant further acknowledges that it has conducted its own due diligence with respect to the 

history, investigation and assignment by the EPA of liability for and continuing remediation of 

contaminated soil and groundwater at Moffett Field by the MEW Companies and the Navy. 

Tenant further acknowledges that it has conducted its own due diligence with respect to the 

history, investigation and assignment by the RWQCB of liability for and continuing remediation 

of the sites by the Navy wherein the UST 19 and UST 20 were located. 

6.2 MEW Coordination Agreement. In connection with all Alterations, Capital 

Improvements, and Infrastructure Improvements, Tenant shall comply with its obligations 

pursuant to the MEW Coordination Agreement, if executed. In order to ensure appropriate 

handling of potentially contaminated soil or groundwater during construction activities, Landlord 

reserves the right to conduct environmental sampling during construction provided that any such 

sampling shall be at no cost to Tenant and shall not hinder or delay Tenant's construction 

activities and schedule. Tenant shall coordinate with and obtain any necessary approvals from 

the MEW Companies and EPA before relocating or removing any monitoring wells, extraction 

wells, or piping that is part of the MEW groundwater remediation system. 

6.3 Generator Status. If and to the extent that the MEW Companies do not fulfill 

their obligations pursuant to the MEW ROD and the MEW Coordination Agreement, if any, 

and/or the Navy does not fulfill its obligations pursuant to the Navy Memorandum of 

Understanding, the Navy Federal Facility Agreement, the Record of Decision for Navy sites 

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described in section 6.1 above both solely with respect to Hazardous Materials at or from the 

Premises removed or to be removed (including, without limitation, any vessels, pipes, fixtures or 

equipment containing Hazardous Materials), and Tenant elects to remove such materials, 

Landlord shall promptly execute all manifests in connection therewith and shall be deemed to be 

the generator of such Hazardous Materials for that sole purpose. If there is no MEW 

Coordination Agreement, Landlord shall execute as generator for that sole purpose all manifests 

for Hazardous Materials for Existing Environmental Conditions to the extent not executed by 

Navy or the MEW Companies. To the extent the responsibility for the Hazardous Materials is 

NASA's responsibility (i.e., asbestos or lead-based paint in building materials), Landlord shall 

execute as generator all manifests for Hazardous Materials for Existing Environmental 

Conditions. Further, Landlord shall execute as generator all non-hazardous waste manifests for 

Existing Environmental Conditions. 

6.4 Benefit of Indemnification. With respect to Existing Environmental Conditions 

in, on, or under the Premises, Tenant shall have all of the benefits, if any, to which it may be 

entitled with respect to the Premises deriving from that certain indemnification with respect to 

environmental restoration provided by the Secretary of the Defense, as set forth in 10 U.S.C. § 

2687, as amended, or any benefits provided under any similar or successor statute or regulation. 

Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in Tenant's efforts to 

obtain the benefits of such indemnification, including at Tenant's request, by enforcing, on 

behalf of and for the benefit of Tenant, any rights Landlord may have pursuant to 10 U .S.C. § 

2687 or any similar or successor statute or regulation. 

6.5 Cooperation in Obtaining Other Benefits. With respect to Existing Environmental 

Conditions in, on, or under the Premises and any other environmental conditions that may be 

caused by third parties using and/or operating on the Premises after the Commencement Date, 

Landlord shall, at no-out-of-pocket cost to Landlord, cooperate with Tenant in Tenant's efforts to 

obtain the benefit of any available release, indemnification, hold harmless agreement, obligation 

to defend or other protection and/or other contractual obligation, if any, from any of the 

potentially responsible parties, including: (a) by obtaining the benefits of any such 

indemnification, release, hold harmless agreement, obligation to defend or other protection itself 

and then assigning such benefits to Tenant if Tenant cannot otherwise obtain such benefits; 

and/or (b) at Tenant's request, by enforcing, on behalf of and for the benefit of Tenant, any rights 

Landlord may have under any of the Environmental Agreements for the benefit of Tenant. To 

the extent that Landlord obtains the benefit of any such indemnification, release, hold harmless 

agreement, obligation to defend or other protection and/or other contractual obligation from any 

of the MEW Companies or the Navy or any other party with respect to any Hazardous Materials 

(including Existing Environmental Conditions), and to the extent such benefits are assignable, 

transferable or otherwise applicable to Landlord's successors, assigns, contractors and/or 

Tenants, Landlord shall take all necessary and/or appropriate steps to provide such benefits 

directly to Tenant. 

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6.6 Lead-Based Paint, PCB-Contaminated Paint and Asbestos Management Plan. 

Prior to Commencement of Construction that involves disturbing lead-based paint, PCBcontaminated paint or materials, and/or asbestos-containing building materials, Tenant shall 

develop a management and remediation plan for lead-based paint, PCB-contaminated paint or 

materials, and asbestos-containing building materials. Such plan shall comply with all 

Applicable Laws and shall be submitted to Landlord for its prior review and approval, which 

shall not be unreasonably withheld, conditioned or delayed. 

6.7 Land Use Controls. Tenant acknowledges the Land Use Controls and accepts the 

Premises subject thereto. In the event any future engineering or institutional use limitations or 

controls may be requested by the EPA and/or other state and local regulatory agencies, Landlord 

and Tenant shall promptly notify the other of such request. 

6.8 Staging Area. Tenant shall establish a Hazardous Material staging area in an area 

reasonably acceptable to Landlord for use by Tenant. Tenant will be responsible for the cost of 

proper handling and disposal of any Existing Environmental Conditions delivered to the staging 

area by Tenant in connection with Tenant's development of any Projects. 

6.9 Existing Environmental Conditions. If Tenant desires to undertake remediation, 

removal, and/or other actions with regards to the Existing Environmental Conditions, Tenant 

shall notify Landlord and no such remediation shall occur without the mutual agreement of 

Landlord and EPA and/or RWQCB, in accordance with applicable Environmental Laws. Tenant 

shall obtain all necessary permits to the extent required by applicable Environmental Laws for 

such work. 

6.10 Landlord Environmental Responsibilities. Landlord shall, subject to the 

availability of appropriated funds, perform, or shall cause others to perform, the proper abatement, 

decommissioning, and removal of Hazardous Materials, if any, from the former hazardous waste 

storage area (Building 950), pesticide storage area (Building 951), CANG Permitted Area 

(Building 146), and Building 161 (Automotive Service Station) in accordance with applicable 

Environmental Laws. Landlord shall provide Tenant with copies of reports or other documents 

demonstrating that these Landlord environmental responsibilities have been completed and 

approved by Government agency(ies) with oversight responsibility. 

ARTICLE 7 

Utilities and Demand Services 

7 .1 Landlord's Responsibilities. 

(a) During the period from the Commencement Date until the applicable Utility 

Transition Date, Landlord shall furnish such Utilities in accordance with the Utility Plans 

attached hereto as Exhibit 0-1 through Exhibit 0-7 (provided, however, Tenant agrees that 

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Landlord has no obligation to provide steam services, vacuum line services, chilled water 

services, telecommunications or data communications services, cable television services, or other 

Utilities that Landlord does not typically provide to tenants and other users and occupants of the 

Property), subject to capacity limitations of Landlord's Utility systems and the related 

infrastructure, and subject to temporary shut down for repairs, for security purposes, for 

compliance with any Applicable Laws, or due to any event or occurrence beyond Landlord's 

control. 

(b) Landlord shall not be in default under this Lease or be liable for any Claim 

directly or indirectly resulting from, nor shall the Rent be abated or a constructive or other 

eviction be deemed to have occurred by reason of, any interruption of or failure to supply or 

delay in supplying any Utilities or any limitation, curtailment, rationing or restriction on use of 

water, electricity, gas or any resource or form of energy or other service serving the Premises or 

the Property, whether such results from mandatory restrictions or voluntary compliance with 

guidelines so long as Utilities are made equitably available to all users and occupants thereof, 

except to the extent any of the foregoing arises out of the gross negligence or willful misconduct 

of Landlord. Landlord shall have the right, at its option, to transfer, assign, delegate or otherwise 

convey its Utilities systems or its obligations to furnish Utilities pursuant to this section 7.l(a) to 

a third party; provided, however, that Landlord will provide Tenant with at least ' 

notice of the foregoing to facilitate Tenant's ability to negotiate the terms and provisions of such 

Utility services with the third party and Tenant shall execute such documents as may reasonably 

be required in connection with such transaction. 

(c) Beginning on the applicable Utility Transition Date(s) and continuing as provided 

in the Utility Plans, Tenant shall furnish such Utilities desired by Tenant in accordance with the 

Utility Plans. 

( d) If Landlord provides operation, maintenance and/ or upgrades to the components 

of any Utility systems that serve the Premises (including repairs, Capital Improvements, 

replacement, and separation of such components of the Utility systems), if any, Tenant shall pay 

for its pro rata share of the cost of such operation, maintenance and/or upgrade as Additional 

Rent in accordance with section 4.4 and the Utility Plans; provided that Landlord shall not 

undertake any upgrade or capital improvement or separation of a Utility system unless Tenant is 

notified of such upgrade or capital improvement or separation of a Utility system and Tenant is 

first offered the right to undertake such work itself at Tenant's cost. If Tenant no longer desires 

for Landlord to provide maintenance of the Utility systems or any portion thereof, Tenant shall 

request the same in writing at least in advance ( or such shorter period to the extent 

allowed by Landlord's then existing contract for the maintenance of the applicable Utility 

system). If Landlord performs emergency repairs on the components of any Utility systems 

solely serving the Premises, Tenant shall reimburse Landlord for the expenses incurred by 

Landlord for such repairs. 

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7.2 Tenant's Responsibilities. Tenant shall pay before delinquency the costs for all 

Utilities and Demand Services supplied to the Premises in accordance with section 4.3, together 

with all taxes, assessments, surcharges and similar expenses relating to such Utilities and 

Demand Services (if any). At Tenant's option from time to time, and at Tenant's expense, 

Tenant may make arrangements with appropriate service providers for any or all Utilities or 

Demand Services to be provided directly to Tenant, in which event Tenant shall pay the costs 

thereof to the entity providing the same. 

ARTICLE 8 

Maintenance and Repairs 

8.1 Obligations of Landlord. During the Transition Term, Landlord shall maintain 

and repair the Landlord Transition Term Reserved Spaces, and keep them in good condition, 

ordinary wear and tear and any periods of restoration or replacement excepted. During the Term, 

Landlord shall maintain and repair the Landlord Reserved Spaces, and the common areas of the 

Property, and keep them in good condition, ordinary wear and tear and any periods of restoration 

or replacement excepted. Landlord shall use and maintain the Landlord Reserved Spaces in 

accordance with Applicable Law. With respect to Utilities (if any), the Off-Site Improvements 

and any other Infrastructure serving the Premises and located on portions of the Property other 

than the Premises, the Parties agree that Landlord's obligations under this section 8.1 extend to, 

but exclude, the Points of Connection ( or with respect to roads, streets and any other such 

improvements for which there is no Point of Connection, the boundary of the Premises) unless 

otherwise provided in the Utility Plans. Tenant shall give Landlord written notice of the need for 

any maintenance or repair for which Landlord is responsible, after which Landlord shall have a 

reasonable opportunity to perform the maintenance or make the repair, and Landlord shall not be 

liable for any failure to do so unless such failure continues for after 

Tenant gives such written notice to Landlord; provided, however, such 

period shall be extended so long as Landlord commences the maintenance or repairs within the 

period and diligently completes the same. If Landlord fails to perform 

the maintenance and repair it is responsible for, the matter will be addressed in accordance with 

the dispute resolution provisions set forth in section 19.4 below; provided, however, that if 

Landlord's failure to perform such maintenance and repairs is reasonably likely to materially and 

adversely affect Tenant or its use and operation of the Premises, or constitute an immediate 

danger to life, environment, or property, then, upon prior written notice to 

Landlord, Tenant may perform such maintenance and repairs. If Tenant elects to perform such 

maintenance or repair, Tenant shall provide to Landlord supporting documentation detailing the 

cost of maintenance or repair. Any damage to any part of the Property other than the Premises, 

but including Landlord's improvements on the Premises for which Landlord is responsible, that 

is caused by Tenant or any of Tenant's Related Entities shall be repaired by Tenant at Tenant's 

expense, unless otherwise directed by Landlord. 

8.2 Obligations of Tenant. 

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(a) Beginning on the Commencement Date and continuing throughout the Term, 

Tenant shall, at Tenant's sole cost and expense, keep the exterior areas of the Premises 

(excluding the Landlord Reserved Spaces) in a neat, clean and orderly condition. Tenant shall, at 

Tenant's sole cost and expense, maintain and repair the exterior areas of the Premises, the 

buildings and other Improvements and all other Infrastructure owned or controlled by Tenant, as 

well as the roads, streets, sidewalks, Utilities, fencing, visible equipment, and exterior fixtures on 

the Premises, in reasonably good condition and repair, ordinary wear and tear, damage by 

casualty or a Taking, and any periods of repair, Alterations or Capital Improvements excepted. 

Tenant shall maintain all Improvements constructed by Tenant in the manner required by 

Applicable Laws related to health and safety, including, without limitation, the Codes and 

Standards Schedule attached to the Construction Provisions as Exhibit C-1. If Landlord 

reasonably believes that Tenant is not performing any of its obligations pursuant to this 

section 8.2, Landlord shall give Tenant written notice of the need for any maintenance or repair 

for which Tenant is responsible, after which Tenant shall have a reasonable opportunity to 

perform the maintenance or make the repair, and Tenant shall not be liable for any failure to do 

so unless such failure continues for after Landlord gives 

such written notice to Tenant; provided, however, such 

period shall be extended so long as Tenant commences the maintenance or repairs within the 

period and thereafter diligently completes the same. Tenant's 

liability with respect to any maintenance or repair for which Tenant is responsible shall be 

limited to the cost of the maintenance or repair, and in no event shall failure to provide such level 

of maintenance or repair result in an Event of Default hereunder. With respect to Utilities and 

any other Infrastructure serving the Premises and located on portions of the Property other than 

the Premises, the Parties agree that Tenant's obligations under this section 8.2 extend to and 

include the Points of Connection subject to and as more particularly outlined in the Utility Plans. 

Tenant shall promptly repair any damage to the Property caused by Tenant or any of the Tenant's 

Related Entities. 

ARTICLE9 

Construction of Improvements 

9.1 Construction oflmprovements. The construction of all Improvements (including 

all Redevelopment) on the Premises, and the construction of all Off-Site Improvements on the 

Property, shall be performed at Tenant's sole cost and expense, in accordance with the 

Construction Provisions and the other terms and conditions of this Lease, Applicable 

Environmental Policy and Guidance Documents, and Applicable Laws. Title to all 

Improvements on the Premises shall remain in Tenant ( or any permitted transferee) until 

termination of this Lease, at which time title thereto shall pass to a successor tenant as provided 

in section 3.5, subject, in all events, to the terms and provisions of Exhibit W with respect to the 

Infrastructure Improvements. 

9.2 Failure to Timely Complete Financial Closing. 

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9.3 Historic Preservation. The Premises are located near the Naval Air Station 

Sunnyvale Historic District, which is listed in the National Register of Historic Places and 

includes portions of the Property commonly known as "Shenandoah Plaza Historic District" and 

"Moffett Federal Airfield". Given the Premises are located near the Naval Air Station Sunnyvale 

Historic District, Landlord and Tenant acknowledge that certain activities proposed by Tenant 

under this Lease may have the potential to have an effect on historic properties (as defined under 

36 C.F.R. Part 800) and may be subject to Section 106 of the NHPA. Landlord agrees to serve 

as the lead federal agency and Tenant agrees to participate as a consulting party for formal and/or 

informal consultations with the SHPO to identify methods to avoid, minimize, or mitigate 

adverse effects on historic properties on the Property in accordance with NHP A. Landlord and 

Tenant will consult with the SHPO in accordance with Section I 06 on all activities proposed by 

Tenant that constitute an "undertaking" in accordance with 36 C.F.R. Part 800. All necessary 

actions associated with 36 C.F.R. Part 800 compliance, including identification of historic 

resources (including archaeological surveys), rehabilitation, maintenance, preservation, or 

mitigation of adverse effects to historic properties in connection with a Project proposed by 

Tenant on the Premises will be at Tenant's sole cost and expense. Tenant shall not begin any 

work affecting any historic property prior to completion of the requirements contained in 36 

C.F.R. Part 800 that implement Section 106. All efforts to identify and evaluate historic 

properties (including any necessary archaeological investigation) shall be completed by or under 

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the supervision of an individual meeting the professional qualifications standards identified in 

the Secretary of the Interior's Standards and Guidelines for Archeology and Historic 

Preservation, 36 C.F .R. Part 61, as amended. Tenant and Landlord are responsible for 

complying with the standard operating procedures in the NASA Ames Research Center 

Integrated Cultural Resources Management Plan (November 2014), as may be amended from 

time to time, NHP A, and other Applicable Laws pertaining to historic properties, archeological 

resources and objects, and historic structures and landscapes. Tenant and Landlord agree to use 

the information in the NASA ARC Archaeological Resources Study (February 2017) to provide 

background and context for identifying archaeological resources and in any consultations to 

determine an appropriate level of archaeological identification and evaluation of archaeological 

resources at the Premises. 

9.4 .filgn§_. Tenant may install, subject to Landlord's prior written consent, which 

shall not be unreasonably withheld, signs ( construction, building, monument, directional, or 

other signs) on or about the Premises or the buildings or other improvements. Tenant shall 

obtain any permit or approvals for such signage as required under Applicable Laws. Tenant may 

install identification and directional signage outside the Premises but on the Property in 

accordance with the then-in-effect signage standards for NASA Research Park and subject to 

Landlord's prior written consent, which shall not to be unreasonably withheld. Landlord's 

approval of all signage will consider to be reasonably withheld if Tenant's signage does not 

comply with the then-in-effect signage standards for NASA Research Park. Landlord shall adopt 

signage standards for NASA Research Park that is consistent with the City of Mountain View's 

signage policy. 

ARTICLE 10 

Capital Improvements and Alterations 

10.1 Tenant's Obligation for Capital Improvements. Beginning on the 

Commencement Date and continuing throughout the Term, Tenant may make from time to time, 

any Capital Improvements that are required or that it deems necessary to maintain the 

Improvements (excluding any Improvements within the Landlord Reserved Spaces). Subject to 

the terms, provisions and conditions of this ARTICLE 10, all such Capital Improvements shall 

be made by Tenant at Tenant's sole cost and expense. 

10.2 Alterations by Tenant. Beginning on the Commencement Date and continuing 

throughout the Term, Tenant may make from time to time, any Alterations that are required or it 

deems necessary to maintain the Improvements. All Alterations shall be made by Tenant at 

Tenant's sole cost and expense. 

10.3 Plans and Specifications. Tenant shall have the right to construct Projects, Capital 

Improvements or Alterations so long as Tenant's plans and specifications for any such Projects, 

Capital Improvements or Alterations are prepared by responsible licensed architect(s) and 

engineer(s), comply with all Applicable Laws and the Entitled Uses, and, if applicable, shall be 

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in a form sufficient to secure the necessary permits under the Construction Provisions. Without 

limiting the foregoing, all Projects, Capital Improvements and Alterations shall be designed and 

constructed in accordance with Applicable Laws and the Construction Provisions. 

10.4 Permits. Subject to the provisions of Exhibit C hereto, Tenant shall obtain all 

required permits for all Projects, Capital Improvements or Alterations from the NASA ARC 

Construction Permit Office, in accordance with APR 8822.1 (NASA Research Park Design 

Review Program), APD 8829.1 (Construction Permit) and APR 8829.1 (Construction Permit 

Process). In addition, Tenant shall obtain: (a) hot-work permits from the NASA ARC Fire 

Prevention Office during normal business hours at least prior to 

performing any welding, cutting, torching or similar open flame work; and (b) permits for 

excavation/drilling, confined space entry, facility closure/obstruction and high voltage electrical 

work, in each case before any such work commences. Water discharge permits shall be handled 

through the NASA ARC Environmental Management Division, but shall be issued by the 

applicable Government agencies. All other required permits, if any, shall be obtained by Tenant 

directly from the applicable Government agencies, and Tenant shall promptly provide copies 

thereof to the NASA ARC Construction Permit Office. Tenant shall engage responsible licensed 

contractor(s) to perform all work. Tenant shall perform all work, in a good and workmanlike 

manner, in full compliance with all Applicable Laws, and free and clear of any mechanics' liens. 

Tenant shall pay for all work (including the cost of all Utilities, permits, fees, taxes, and property 

and liability insurance premiums in connection therewith) required to carry out such Projects, 

Capital Improvement or Alteration. 

10.5 Other Provisions. The Construction Provisions attached hereto as Exhibit C shall 

apply to all Projects, Capital Improvements and Alterations. 

11.1 Damage or Injury. 

ARTICLE 11 

Indemnification and Insurance 

(a) Landlord shall not be liable to Tenant, and Tenant hereby waives and releases all 

Claims against Landlord and the Government, for any damage to or loss or theft of any property 

or for any bodily or personal injury, illness or death of any person in, on or about the Premises or 

the Property (including the portions of the Property that are the subject of any Temporary 

Construction License or on which any of the Infrastructure Improvements is constructed), arising 

at any time from or related to: (i) the use or occupancy of, or the development, construction, 

maintenance, repair or restoration of the Project on the Premises by Tenant or Tenant's Related 

Entities; (ii) the construction of the Infrastructure Improvements on the Property and the 

Premises by Tenant or Tenant's Related Entities; (iii) activities conducted under this Lease by 

Tenant or Tenant's Related Entities; or (iv) any act or omission of Tenant or Tenant's Related 

Entities, except in the case of gross negligence or willful misconduct of Landlord, or any of 

Landlord's employees, agents, contractors, or licensees, or any default in the performance of 

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Landlord's obligations under this Lease. Notwithstanding the foregoing, in no event shall Tenant 

be obligated to waive and release Landlord or the Government from any Claims arising from or 

relating to: (A) the Existing Environmental Conditions; (B) the use, storage, transportation, 

treatment, disposal, release or other handling of any Hazardous Material(s) by Landlord or any of 

Landlord's employees, agents, contractors, or licensees related to or arising out of the Existing 

Environmental Conditions; (C) any release of Hazardous Material(s) or any condition of 

pollution or nuisance on or about or beneath the Premises caused by any act or omission of 

Landlord or Landlord's employees, agents, contractors, or licensees; or (D) any damage to or 

loss or theft of any real or personal property or for any bodily or personal injury, illness or death 

of any person in, on or about the Premises or the Property that is directly caused by Landlord's 

entry on the Premises. 

(b) 

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( c) Notwithstanding the provisions of sections 11.1 (a) or 11.1 (b ), Landlord waives and 

agrees not to make any Claims against Tenant with respect to the Existing Environmental 

Conditions, including any obligation Landlord may have to perform or contribute to or pay for 

remediation or removal of the Existing Environmental Conditions or to perform any other 

obligation of Landlord under any agreements relating to the Existing Environmental Conditions. 

( d) This section 11.1 shall survive the termination of this Lease with respect to any 

Claims occurring prior to such termination for the applicable statute of limitations period. 

11.2 Insurance Coverages and Amounts. 

(a) Tenant shall, at all times during the Term and at Tenant's sole cost and expense, 

obtain and keep in force the insurance coverages and amounts set forth in this section 11.2(a): 

(i) Tenant shall maintain commercial general liability insurance, and excess 

liability insurance, including contractual liability, broad form property damage liability, fire legal 

liability, premises and completed operations, and medical payments, with limits combining all 

policies of not less than per occurrence and aggregate, 

insuring against claims for bodily injury, personal injury and property damage arising from the 

use, occupancy or maintenance of the Premises and the Property. The policies shall contain an 

exception to any pollution exclusion which insures damage or injury arising out of heat, smoke or 

fumes from a hostile fire. Any general aggregate shall apply on a per occurrence basis. 

(ii) If Tenant uses owned, hired or non - owned vehicles, Tenant shall 

maintain business auto liability insurance with limits not less than 

per accident covering such vehicles. 

(iii) Tenant shall maintain, and shall cause Tenant and Tenant's Related 

Entities to maintain, worker's compensation insurance in statutory limits as required by 

California law, and such other forms of insurance as may from time to time be required by 

Applicable Law or may otherwise be reasonably necessary to protect Landlord and the Premises 

from claims of any person who may at any time work on the Premises, whether as a servant, 

agent, or employee of Tenant or otherwise. The foregoing insurance shall be maintained at the 

expense of Tenant or Tenant's Related Entities, and not at the expense of Landlord. In addition, 

Tenant shall maintain employer's liability insurance which affords coverage of not less than 

per occurrence. 

(iv) Tenant shall maintain property insurance for the perils covered by a 

standard fire insurance policy, extended coverage perils and vandalism and malicious mischief, 

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including coverage for increased costs due to changes in building codes and, if applicable, boiler 

machinery and pressure vessel insurance. 

(v) All other insurance that Tenant customarily maintains to adequately 

protect the Premises, consistent with Tenant's insurance program for other similar properties. 

Landlord may from time to time request such reasonable evidence that the Premises are being so 

insured by Tenant. 

(b) In addition to the insurance required by section l l .2(a), but only to the extent not 

covered by other property insurance maintained by Tenant, Tenant (or Tenant's Related Entities) 

shall obtain and keep in force during the period of any construction comprehensive "all risk" or 

"special form" builder's risk insurance, including vandalism and malicious mischief. Such 

builder's risk insurance shall cover all portions of the Improvements under construction on the 

Premises or other portions of the Property, all portions of the Infrastructure under construction 

on the Property, all materials stored at the Premises or the Property by Tenant or Tenant's 

Related Entities and furnished under a Construction Contract, and all materials that have been 

placed in due course of transit to the Premises when such storage or transit is at the risk of, or 

when title to or an insurable interest in such materials, has passed to Tenant or Tenant's Related 

Entities (excluding any tools and equipment, and property owned by the employees of Tenant's 

Related Entities). Such builder's risk insurance shall be written on a completed value basis in an 

amount not less than the full estimated replacement cost of such Improvements and Off-Site 

Improvements that are stored or in transit, as applicable. 

( c) All deductibles under any insurance policy described in this section 11.2 shall be 

consistent with Tenant's company-wide insurance program and shall be paid by Tenant. 

11.3 Insurance Requirements. 

(a) All insurance and all renewals thereof shall be issued by companies with a rating 

of at least "A-" "VII" (or its equivalent successor) or better in the current edition of Best's 

Insurance Reports (or its equivalent successor, or, if there is no equivalent successor rating, 

otherwise mutually acceptable to the Parties). 

(b) Each policy shall provide that the policy shall not be canceled or materially 

altered without ' prior written notice to Landlord 

in the case of cancellation for non - payment of premiums) and shall remain in effect 

notwithstanding any such cancellation or alteration until such notice shall have been given to 

Landlord and such period of , if applicable) 

shall have expired; provided, however, if any insurance company of Tenant agrees only to 

"endeavor'' to notify Landlord of cancellation or alteration of any such insurance policy, then it 

shall be the responsibility of Tenant to notify Landlord at least prior to 

such cancellation or alteration of insurance coverage. 

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( c) The commercial general liability and any automobile liability insurance shall be 

endorsed to name Landlord (and any other parties reasonably designated by Landlord) as an 

additional insured and shall be primary and noncontributing with any insurance which may be 

carried by Landlord. 

(d) Tenant shall deliver certificates of insurance and endorsements, in form 

reasonably acceptable to Landlord, to Landlord upon the Effective Date and thereafter during the 

Term prior to the expiration of each policy. Such documents shall be delivered to the address for 

certificate holder set forth below. If Tenant fails to insure or fails to furnish any such insurance 

certificate or endorsement, and after such opportunity to cure as shall be reasonable under the 

circumstances, Landlord shall have the right from time to time to effect such insurance for the 

benefit of Tenant or Landlord or both of them, and Tenant shall pay to Landlord on written 

demand, as Additional Rent, all premiums paid by Landlord. Each certificate of insurance shall 

list the certificate holder as follows: 

NASA Ames Research Center 

Office of the Chief Counsel, Mail Stop 200-12 

Bldg. 200, Rm 234 

P.O. Box I 

Moffett Field, CA 94035-0001 

( e) No approval by Landlord of any insurer, or the terms or conditions of any policy, 

or any coverage or amount of insurance, or any deductible amount shall be construed as a 

representation by Landlord of the solvency of the insurer or the sufficiency of any policy or any 

coverage or amount of insurance or deductible. By requiring insurance herein, Landlord makes 

no representation or warranty that coverage or limits will necessarily be adequate to protect 

Tenant, and such coverage and limits shall not be deemed as a limitation on Tenant's liability 

under the indemnities granted to Landlord in this Lease. 

(g) Failure of Landlord to demand such certificate or other evidence of full 

compliance with these insurance requirements or failure of Landlord to identify a deficiency 

from evidence that is provided shall not be construed as a waiver of Tenant's obligation to 

maintain such insurance. 

11.4 Subrogation. Tenant waives on behalf of all insurers under all policies of 

insurance now or hereafter carried by Tenant insuring or covering the Premises, or any portion or 

any contents thereof, or any operations therein, all rights of subrogation which any such insurer 

might otherwise, if at all, have to any claims of Tenant against Landlord. Tenant shall procure 

from each of the insurers under all such policies of insurance a waiver of all rights of subrogation 

which the insurer might otherwise, if at all, have to any claims of Tenant against Landlord as 

required by this section 11.4 stating substantially the following: "The insurer waives any right of 

subrogation against the United States of America which might arise by reason of any payment 

made under this policy." 

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ARTICLE 12 

Assignment and Subletting 

Controlled Information 

12.1 Financing Transaction. Tenant may, without the consent of, but with written 

notice to, Landlord, enter into a Financing Transaction with respect to a Subject Property with 

any Mortgagee provided such Financing Transaction is not with an entity described in sections 

12.3(b) through 12.3(f), any of which shall require the written consent of Landlord, which 

Landlord shall not unreasonably withhold, condition or delay. As may be necessary in 

connection with a Financing Transaction, the Premises shall be parcelized as provided in 

section 5 .8. Tenant shall not be released from any of its obligations under this Lease ( or any 

restatement of this Lease in connection with such Financing Transaction), in connection with or 

as a result of the consummation of such Financing Transaction. 

12.2 Pre-Construction Assignment. Tenant shall not, directly or indirectly, without the 

prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, 

condition or delay), enter into a Pre-Construction Assignment with respect to a Subject Property. 

Without limiting the foregoing, Tenant agrees that it shall be reasonable for Landlord to withhold 

its consent to Tenant's request to enter into an Assignment pursuant to this section 12.2 if the 

proposed transferee, in Landlord's reasonable judgment, is a person or entity described in any of 

sections 12.3(a) through 12.3(f). If Landlord consents to the Pre-Construction Assignment, the 

Premises, as may be necessary, shall be parcelized as provided in section 5.8, and Tenant shall be 

released from all of its obligations under this Lease with respect to the Subject Property that arise 

or occur after the date such Pre-Construction Assignment is consummated. 

12.3 Post-Construction Assignment. Tenant shall have the right, upon prior written 

notice to Landlord, to enter into one or more Post-Construction Assignments with respect to any 

Subject Property pursuant to this section 12.3 without the consent of Landlord, unless the 

proposed transferee, in Landlord's reasonable judgment: 

(a) Is not itself a person or entity with at least ' experience in managing 

and operating large-scale, high-density residential, retail or mixed-use rental developments in the 

State of California, or has not engaged such a person or entity to manage and operate the Subject 

Property on its behalf pursuant to a property management agreement, asset management 

agreement or joint venture agreement; 

(b) Is a citizen of, or is incorporated to do business in, a country, person or entity on 

the U.S. Department of Treasury, U.S. Department of Commerce and/or U.S. Department of 

State sanctions lists ("U.S. Sanctions Lists"); is a sanctioned person or entity on one or more of 

the U.S. Sanctions Lists; is from a country determined by the U.S. Department of State to be a 

State Sponsor of Terrorism pursuant to section 40 of the Arms Export Control Act (22 U.S.C. § 

2780) and section 620A of the Foreign Assistance Act (22 U.S.C. § 2371); 

( c) Comprises a security risk to the United States; 

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(d) Is "China" or any "Chinese-owned company," pursuant to section 530 of the 

Consolidated Appropriations Act, 2017 (Public Law 115-31) and any applicable subsequent 

legislation. "China" or "Chinese-owned company" means the People's Republic of China, any 

company owned by the People's Republic of China or any company incorporated under the laws 

of the People's Republic of China; 

( e) Is an Excluded Contractor. 

If, in its reasonable judgment, Landlord determines that a proposed transferee in 

connection with any Post-Construction Assignment is described in any of the preceding clauses 

(a) through (e), then Landlord shall have the right, within following 

receipt of the above described notice from Tenant, to approve or disapprove such PostConstruction Assignment in its good-faith discretion. Upon an Assignment permitted under 

this section 12.3, the Premises shall be parcelized as provided in section 5.8. As of the 

consummation of such Assignment, Tenant shall be released from all of its obligations under this 

Lease ( or any restatement of this Lease) with respect to the Subject Property that arise or occur 

after the date such Assignment is consummated. In no event shall Tenant be relieved from its 

obligations under this Lease ( or any restatement of this Lease) with respect to all portions of the 

Premises other than the Subject Property. 

Further, in the event of any transaction involving investment or acquisition by a foreign 

entity, Tenant will ensure, and provide documentation to Landlord establishing that all approvals 

and clearances required by law, including, but not limited to, clearances required by section 721 

of the Defense Production Act of 1950, as amended, (50 U.S.C. App. 2061 et seq.) have been 

obtained prior to any Pre-Construction, Post-Construction Assignment or subordination of the 

rights and liabilities of Tenant under this Lease. 

12.4 Sublease of Space. 

(a) Sublease of Space for Retail Project and Ancillary Uses. With respect to the 

Retail Project and Ancillary Uses, Tenant may, with notice to, but without the consent of 

Landlord, enter into a Sublease of Space provided such Sublease of Space: (i) does not violate 

the Retail Management Plan, and (ii) is not with an entity described in sections 12.3(b) through 

12.3(f) unless approved by Landlord (which shall not be unreasonably withheld, conditioned or 

delayed). The Sublease of Space must provide that if the subtenant at any time becomes a person 

or entity falling under any of the categories set forth in sections 12.3(b) through 12.3(f), then 

Tenant will have a right to terminate such Sublease of Space. If Landlord notifies Tenant that a 

subtenant has been identified by Landlord as a person or entity falling under any of the 

categories set forth in sections 12.3(b) through 12.3(f), and on that basis, Landlord reasonably 

disapproves of such subtenant, then Tenant will promptly exercise and enforce its right to 

terminate the Sublease of Space for such subtenant. Tenant shall not be released from any of its 

obligations under this Lease, in connection with or as a result of the consummation of any 

Sublease of Space. Landlord shall, promptly following Tenant's request, enter into a mutually 

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acceptable nondisturbance and attomment agreement with any subtenant subleasing space in the 

Improvements, provided that the Sublease of Space in question provides: (i) for regular 

payments of rent throughout the term of such Sublease of Space; (ii) that such Sublease of Space 

is subject to the provisions of this Lease; (iii) that the only consideration for possession of the 

subleased space is in the form of rent and no rent is to be paid more than in 

advance; and (iv) that Landlord shall have no liability for prior acts, omission or defaults of 

Tenant as sublessor under the Sublease of Space. 

(b) Sublease of Space for Housing Project. With respect to the Housing Project, 

Tenant may sublease each Housing Unit without notice to or the consent of Landlord, subject to 

the provisions of the Housing Management Plan. Tenant shall not be released from any of its 

obligations under this Lease in connection with or as a result of the consummation of any 

Sublease of Space. Landlord shall, promptly following Tenant's request, enter into a mutually 

acceptable nondisturbance and attomment agreement with any subtenant subleasing space in the 

Improvements, provided that the Sublease of Space in question provides: (i) for regular payments 

of rent throughout the term of such Sublease of Space; (ii) that such Sublease of Space is subject 

to the provisions of this Lease; (iii) that the only consideration for possession of the subleased 

space is in the form of rent and no rent is to be paid more than in advance; and 

(iv) that Landlord shall have no liability for prior acts, omission or defaults of Tenant as 

sublessor under the Sublease of Space. 

12.5 Transactions with Affiliates and Other Permitted Transfers. Notwithstanding the 

provisions of sections 12.1, 12.2, 12.3 and 12.4, Tenant may enter into (i) an Assignment or a 

Sublease of Space with an Affiliate and (ii) a Transfer of this Lease at any time in connection 

with a merger, consolidation or other reorganization affecting Tenant or a transfer of all or 

substantially all of the assets of Tenant shall be permitted, in either case without Landlord's prior 

written consent; provided, however, that, Tenant shall give Landlord prior written notice of any 

such Transfer. In the event any transaction herein involves the investment or acquisition by a 

foreign entity that is an Affiliate, Tenant will ensure, and provide documentation to Landlord 

est~blishing, that all approvals and clearances required by law, including, but not limited to, 

clearances required by section 721 of the Defense Production Act of 1950, as amended, ( 50 

U.S.C. App. 2061 et seq.) have been obtained prior to any assignment or subordination of the 

rights and liabilities of Tenant under this Lease. 

12.6 Procedure. If Tenant wishes to enter into any of the Transfers described in 

sections 12.1 through 12.4, Tenant shall give written notice to Landlord identifying the intended 

transferee by name and address and specifying that such transferee (a) does not violate the Retail 

Management Plan or the Housing Management Plan, as applicable, and (b) is not with an entity 

described in sections 12.3(b) through 12.3(t). If Landlord's consent to the intended Transfer is 

required, for a period of after such written notice requesting Landlord's 

consent is given by Tenant, Landlord shall determine whether or not to consent to the intended 

Transfer in accordance with this ARTICLE 12. Landlord shall deliver to Tenant written notice 

of its determination on or before the last day of the review and approval period. Failure to 

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provide a response within such review and approval period shall be deemed written consent by 

Landlord to the proposed Transfer. Consummation of any Transfer which requires Landlord's 

consent without the prior written consent of Landlord and compliance with any conditions to 

consummation set forth in this ARTICLE 12 shall be void. If Landlord's consent is requested 

for a Transfer, Tenant shall reimburse Landlord for the reasonable, third party out-of-pocket 

expenses Landlord has incurred in connection with evaluating the proposed Transfer ( excluding 

attorneys' fees). 

12.7 Completion of Transfer. Tenant may complete a Transfer pursuant to 

sections 12.2 or 12.3 (provided that Landlord consents thereto if such consent is required) subject 

to the following covenants, as applicable: (a) the Transfer shall be on substantially the same 

terms as set forth in the written notice given by Tenant to Landlord; (b) no Transfer shall be valid 

and no transferee shall take possession of the Premises or any part thereof until (i) an executed 

duplicate original of all applicable documentation has been delivered to Landlord, and (ii) if 

applicable, Landlord has entered into such restated leases with Tenant and with such transferee 

as may be required pursuant to section 5.8; (c) with respect to an Assignment, the transferee shall 

agree to pay to Landlord the portion of the amount of Rent then in effect and allocable to the 

applicable Subject Property when the same becomes due and payable; and (d) Tenant agrees that, 

to the extent the same is not otherwise covered by the terms of a restated lease to be entered into 

by and between Landlord and the transferee covering the Subject Property in question, the 

instrument by which any such Transfer is accomplished (whether or not Landlord's consent is 

not required) shall expressly provide that the transferee will perform all of the covenants to be 

performed by Tenant under this Lease ( only insofar as such covenants relate to the Subject 

Property or Parcel subject to such Transfer) as and when performance is due after the effective 

date of the Transfer and that Landlord will have the right to enforce such covenants directly 

against such transferee. Any purported Transfer without an instrument containing the foregoing 

provisions (as applicable to the Transfer in question) shall be void. 

12.8 Other Requirements. The acceptance of Rent by Landlord from any other person 

or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Consent 

to one such Transfer shall not be deemed consent to any subsequent Transfer. 

ARTICLE 13 

Mortgages 

13.1 Right to Mortgage. Tenant may, subject to the provisions of section 12.1, at any 

time and from time to time, Mortgage all or any portion of the right, title and interest of Tenant 

in the leasehold estate created by this Lease and in any or all Improvements on the Premises or 

any Parcel to one or more Mortgagees for security for a loan or loans or other obligations of 

Tenant. However, the making of a Mortgage shall in no event constitute an assumption by 

Mortgagee of Tenant's obligations under this Lease. Concurrently with executing each 

Mortgage, Tenant shall furnish Landlord with the name and address of the Mortgagee and shall 

prepare and deliver to Landlord a request for notice of default in recordable form providing that 

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Landlord shall receive copies of notices of default under that Mortgage at the address for notice 

to Landlord set forth in the Basic Lease Information. 

13.2 Mortgagee's Rights. Any Mortgagee shall have the right at any time during the 

Term: 

(a) To do any act required of Tenant hereunder, and all such acts done or performed 

shall be effective to prevent a termination of this Lease, as if the same had been done or 

performed by Tenant; 

(b) To rely on the security afforded by the leasehold estate and to acquire and to 

succeed to the interest of Tenant hereunder by foreclosure, whether by judicial sale, by power of 

sale contained in any security instruments, or by assignment or deed given in lieu of foreclosure, 

and thereafter convey or assign title to the leasehold estate so acquired to any other person as 

provided in section 12.3; and 

(c) To enforce its Mortgage and acquire title to the leasehold estate and any 

Improvements on the Premises in any lawful manner and, pending foreclosure of such Mortgage, 

may take possession of and enter into one ( 1) or more Subleases of Space in accordance with 

section 12.4, and upon foreclosure of such Mortgage may enter into one (1) or more 

Assignments of this Lease as provided in section 12.3. 

However, Mortgagee shall not be liable to perform Tenant's obligations under this Lease 

until Mortgagee acquires Tenant's rights by foreclosure or deed in lieu of foreclosure, and then, 

only as set forth in the following sentence. After acquiring Tenant's rights, Mortgagee shall be 

liable to perform Tenant's obligations under this Lease to the extent arising from and after the 

date of such Acquisition. Mortgagee shall not, however, be required to cure Tenant's defaults 

occurring before Mortgagee's acquisition of Tenant's rights by foreclosure or deed in lieu of 

foreclosure. The obligation of Mortgagee for the performance of the terms of this Lease shall 

terminate upon the Assignment of the right, title and interest of Mortgagee in the leasehold estate 

for the Premises to any other person or entity in accordance with section 12.3. 

13.3 Cure by Mortgagee. Until the earlier of the time, if any, that the Mortgage has 

been satisfied or Mortgagee has given written notice that the Mortgage has been satisfied, if an 

Event of Default occurs which is not cured within the time allowed in ARTICLE 14, Landlord 

shall not terminate this Lease by reason of such Event of Default by Tenant if and so long as: 

(a) All defaults referenced in the notice of default given by Landlord to Tenant and to 

Mortgagee that can be cured by the payment of money only are cured within 

days after the later of (i) the date such notice of default is given by Landlord to such Mortgagee 

or (ii) the date by which Tenant was required to have made such payment pursuant to 

section 14.l(a); 

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(b) With respect to all non-monetary defaults referenced in the notice of default given 

by Landlord to Tenant and to Mortgagee that reasonably can be cured by Mortgagee (in light of 

the fact that it does not have the right to possession of the Premises and Improvements thereon), 

the curing of same is commenced within after the date on which 

Landlord notifies Mortgagee that Tenant has failed to cure such default pursuant to 

section 14.1 (b) and thereafter is prosecuted diligently to completion by or on behalf of 

Mortgagee; and 

( c) With respect to all other non-monetary defaults referenced in the notice of default 

given by Landlord to Tenant and to Mortgagee that are incurable by nature or which cannot 

reasonably be cured by Mortgagee because it does not have the right to possession of the 

Premises and Improvements thereon, within from the date Landlord 

gives such notice or as soon thereafter as is permitted by Applicable Law, Mortgagee (i) initiates 

foreclosure, judicially or by trustee's sale, of the Mortgage and thereafter proceeds diligently to 

foreclose the Mortgage or to acquire by other means Tenant's leasehold estate, and (ii) keeps and 

performs all of the covenants and conditions of this Lease requiring the payment of money and 

those non - monetary covenants and conditions reasonably susceptible of performance by 

Mortgagee, subject to the notice and grace period provisions of ARTICLE 14. Failing either of 

(i) or (ii) above, Landlord shall be released automatically from its covenant to forbear from 

terminating this Lease and may, at its option thereafter, terminate this Lease forthwith. The time 

period for Mortgagee to initiate foreclosure of the Mortgage and to proceed diligently therewith 

in accordance with this section shall be tolled during such time as Mortgagee is legally stayed (as 

in the case of a bankruptcy proceeding) or enjoined from so proceeding, provided that Mortgagee 

has taken reasonable action to obtain relief from such stay or injunction. Nothing herein shall be 

construed to extend the Term beyond the then current Expiration Date. If all Events of Default 

to which this section 13 .3( c) applies have been cured prior to the completion of foreclosure of 

the Mortgage, Mortgagee need not complete such foreclosure. 

13 .4 New Lease. If this Lease terminates by reason of an Event of Default of Tenant, 

or if this Lease is disaffirmed in a bankruptcy proceeding affecting Tenant, and if, within 

after such termination or disaffirmation, Mortgagee delivers written notice to 

Landlord requesting Landlord to enter into a new lease of the Premises or such portion thereof as 

was covered by the Mortgage of such Mortgagee, then Landlord shall enter into a new lease with 

Mortgagee (or its nominee), within after Mortgagee's notice is deemed 

delivered. Simultaneously with the giving of its notice to request a new lease, Mortgagee shall 

deliver to Landlord a written instrument (in a form reasonably acceptable to Landlord) agreeing 

to cure all Events of Default of Tenant under this Lease or the portion hereof that is applicable to 

such Mortgagee ( other than Events of Default which cannot reasonably be cured by Mortgagee) 

as soon as is reasonably possible. The new lease shall commence, and rent and all obligations of 

the tenant under the new lease shall accrue, as of the date of termination or disaffirmation of this 

Lease. The term of the new lease shall continue for the period which would have constituted the 

remainder of the Term of this Lease had this Lease not been terminated or disaffirmed, including 

any rights to extend the Term, and shall be upon all of the terms, covenants, conditions, 

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conditional limitations and agreements contained in this Lease which were in force and effect 

immediately prior to the termination or disaffirmation of this Lease. The new lease, and this 

covenant, shall be superior to all rights, liens and interests other than those to which this Lease 

was subject immediately prior to termination or disaffirmation and those matters to which this 

Lease may, by its terms, become subject. The provisions of the immediately preceding sentence 

shall be self - executing, except that Landlord shall execute the new lease. Each subtenant, if 

any, of space in the Improvements whose sublease was in force immediately prior to the delivery 

of the new lease shall attorn to the tenant under the new lease, unless the tenant, at its option, 

elects to dispossess any such subtenant or otherwise terminate its sublease. Each subtenant who 

hereafter subleases space within the Improvements shall be deemed to have agreed to the 

provisions of this section 13.4. The foregoing shall not be deemed to obligate Landlord to keep 

any sublease in force after the time period for Mortgagee's delivery of its request for a new lease 

has expired, nor shall Landlord have any obligation to terminate any sublease or to dispossess 

any subtenant prior to or after the expiration of such time period. Mortgagee shall, 

simultaneously with the delivery of the new lease, pay (a) all Rent and other sums of money due 

under this Lease (or any restatement of this Lease made in connection with such Financing 

Transaction) on the date of termination or disaffirmation of this Lease and remaining unpaid, 

plus (b) all rent and other sums of money due under the new lease. Simultaneously therewith, 

Landlord shall pay over to Mortgagee any rentals, less costs and expenses of collection, received 

by Landlord between the date of termination or disaffirmation of this Lease and the date of 

execution of the new lease, from subtenants or other occupants of the Premises, which shall not 

theretofore have been applied by Landlord towards the payment of Rent or any other sum of 

money payable by Tenant or towards the cost of operating the Premises or performing the 

obligations of Tenant hereunder. 

If Mortgagee exercises its right to obtain a new lease, but fails to execute the new lease 

when tendered by Landlord (so long as such new lease conforms to the terms of this Lease as 

applicable to the portion of the Premises to be covered thereby), or fails to comply timely with 

the other provisions of this section 13.4, Mortgagee shall have no further rights to a new lease or 

any other rights under this Lease. If Mortgagee shall, however, execute a new lease, then 

Mortgagee shall be entitled to enter into an Assignment to a third party in accordance with 

section 12.3, and upon such Assignment, Mortgagee shall be relieved prospectively of all 

liability under the new lease. 

13.5 Mortgagee Consent to Modification of Lease. Until the earlier of the time, if any, 

that the Mortgage has been satisfied or Mortgagee has given written notice that the Mortgage has 

been satisfied, Landlord shall not, without the prior written consent of Mortgagee, accept any 

surrender of this Lease, consent to any material modification hereof or consent to the Transfer 

hereof, or of any part or portion, of the Term created hereby or of any interest therein. 

13.6 Notice. Service of any notice required to be served upon Mortgagee under this 

Lease at the address contained in the recorded request for notice of default ( or at such other 

address as Mortgagee has last specified by written notice to Landlord) shall be deemed to be 

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made upon actual receipt. No notice of default, notice of intention to terminate this Lease, or 

notice of termination of this Lease which is given by Landlord to Tenant shall be binding upon 

or affect Mortgagee unless a copy of said notice has been given at substantially the same time to 

Mortgagee at the address contained in the recorded request for notice of default under this Lease 

or at such other address as Mortgagee has last specified by written notice to Landlord and all 

extended notice, grace and/or cure periods provided to such Mortgagee pursuant to this 

AR TIC LE 13 have expired. 

13.7 Modification for Mortgagee. If, in connection with obtaining construction, 

interim or permanent financing for a Phase of Improvements, Mortgagee shall request reasonable 

modifications or amendments to this Lease as a condition to financing, Landlord will execute 

and deliver an amendment to this Lease reflecting the same; provided that such modifications do 

not materially decrease the monetary obligations of Tenant hereunder or materially increase the 

monetary obligations of Landlord hereunder. 

ARTICLE 14 

14.1 

(a) 

(b) 

(c) 

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(d) 

( e) 

14.2 

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14.3 Continuation. If an Event of Default occurs, this Lease shall continue in effect for 

so long as Landlord does not terminate Tenant's right to possession (to the extent permitted 

pursuant to section 14.2), and Landlord shall have the right to enforce all its rights and remedies 

under this Lease, including the right to recover all Rent as it becomes due under this Lease. Acts 

of maintenance or preservation or efforts to rel et the Premises or the appointment of a receiver 

upon initiative of Landlord to protect Landlord's interest under this Lease shall not constitute a 

termination of Tenant's right to possession unless written notice of termination is given by 

Landlord to Tenant to the extent permitted pursuant to section 14.2. Notwithstanding the 

foregoing, Landlord shall have no right to make any efforts to relet the Premises following an 

Event of Default unless and until Landlord is entitled to deliver, and has delivered, a termination 

notice pursuant to Section 14.2. Notwithstanding anything else to the contrary herein, if 

following the occurrence of an Event of Default, Tenant elects, in its sole discretion, not to cure 

the applicable Event of Default and to abandon the Premises by delivering written notice of such 

election to Landlord, then immediately upon delivery of such notice, Tenant's right to possession 

of the Premises shall terminate and this Lease shall terminate and the provisions of section 3.5 

shall apply 

14.4 Remedies Cumulative. Upon the occurrence of an Event of Default, Landlord 

shall have the right to exercise and enforce all rights and remedies granted or permitted by law, 

subject to the limitations set forth in section 14.2 and the limitations on Tenant's liability for 

unpaid Rent for the balance of the Term after termination of this Lease provided for in 

section 14.2. The remedies provided for in this Lease are cumulative and in addition to all other 

remedies available to Landlord at law or in equity by statute or otherwise. Exercise by Landlord 

of any remedy shall not be deemed to be an acceptance of surrender of the Premises by Tenant, 

either by agreement or by operation oflaw. Surrender of the Premises can be effected only by 

the written agreement of Landlord and Tenant. 

14.5 Tenant's Primary Duty. All agreements and covenants to be performed or 

observed by Tenant under this Lease shall be at Tenant's sole cost and expense and without any 

abatement of Rent except to the extent otherwise expressly provided herein. If an Event of 

Default occurs hereunder as a consequence of Tenants failure to pay any sum of money to be 

paid by Tenant, Landlord shall have the right, but shall not be obligated, and without waiving or 

releasing Tenant from any obligations of Tenant, to make any such payment on behalf of Tenant 

in accordance with this Lease. All sums so paid by Landlord and all costs incurred or paid by 

Landlord shall be deemed Additional Rent hereunder and Tenant shall pay the same to Landlord 

on written demand, together with interest on all such sums and costs from the date of expenditure 

by Landlord to the date of repayment by Tenant at the rate of . 

14.6 Abandoned Property. If Tenant abandons the Premises, or is dispossessed by 

process of law or otherwise, all Improvements made by Tenant and left in the Premises, and all 

Personal Property belonging to Tenant and left in the Premises, other than the Infrastructure 

Improvements as more particularly set forth on Exhibit W, shall be deemed to be abandoned. 

Landlord shall have no obligation to maintain such Improvements or Personal Property on behalf 

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of Tenant and shall incur no liability as a result. Landlord may, at its option, dispose of the same 

as authorized by the Government. 

14. 7 Landlord Default. If Landlord defaults under this Lease, Tenant shall give written 

notice to Landlord specifying such default with particularity, and Landlord shall have 

after receipt of such notice within which to cure such default. In the event of any 

default by Landlord, except as expressly set forth herein to the contrary, Tenant's exclusive 

remedy shall be an action for damages, injunction, declaratory judgment or specific performance. 

ARTICLE 15 

Damage or Destruction 

15.1 Restoration. If any building or other Improvement, or any part thereof, is 

damaged by fire or other casualty during the Term, and this Lease is not terminated pursuant to 

section 15 .2, then Tenant shall promptly comply with the requirements of any applicable 

Mortgage and, if required thereby and subject to the availability of sufficient insurance (together 

with any deductible with respect thereto), shall commence and complete the repairs, restoration, 

redevelopment and rebuilding thereof to substantially the same condition, utility and character in 

which the same existed before the occurrence of such fire or other casualty and this Lease shall 

remain in full force and effect. In the event Landlord as loss payee has received any insurance 

proceeds as a consequence of such casualty, Landlord shall deliver such insurance proceeds to or 

as directed by Tenant to be applied either to pay down any debt obligations secured by a 

Mortgage or to complete such repairs, restoration, redevelopment and rebuilding. 

15 .2 Termination of Lease. If any building or other Improvement, or any part thereof, 

are damaged by fire or other casualty during the last of the then- current Term, 

then Tenant shall have the right, by giving written notice to Landlord within 

after the occurrence of such fire or other casualty, to terminate this Lease (or 

the applicable portion of the Premises, in which case the terms of section 5.8 shall apply) as of 

the date of such notice. If Tenant does not duly exercise the right to terminate this Lease, in 

whole or in part as the case may be, in accordance with this section 15.2, Tenant shall proceed in 

accordance with section 15 .1 and this Lease shall remain in full force and effect. If this Lease is 

terminated in whole or in part, Tenant shall remove any damaged building or other Improvement 

to the extent required by Landlord and any debris, and Tenant shall deliver the Premises ( or the 

applicable portion thereof) and any undamaged buildings or other Improvements in a neat and 

orderly condition. If Tenant fails to do so, any net insurance proceeds shall be paid first to 

Landlord to remove such buildings or other Improvements and debris, and the balance shall be 

paid to Tenant or any Mortgagee in accordance with the terms of the Mortgage or such other 

agreement between Tenant and Mortgagee. 

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ARTICLE 16 

Eminent Domain 

Controlled Information 

16.1 Notice of Taking. Tenant or Landlord, as the case may be, shall deliver to the 

other Party written notice of each Taking promptly after such Party receives notice of or 

otherwise becomes aware of the commencement of proceedings for a Taking or negotiations 

which might result in a Taking. Any such notice shall identify the entity exercising the power of 

eminent domain and shall describe in reasonable detail the nature and extent of the Taking (or 

negotiations, as the case may be). Landlord and Tenant may each file and prosecute their 

respective claims for an award, but all awards and other payments on account of a Taking shall 

be paid in accordance with this ARTICLE 16. With respect to their respective claims for an 

award, Landlord's claim shall be based upon and limited to the value of the Premises as 

unimproved and encumbered by this Lease, and Tenant's claim shall be based upon the value of 

its leasehold estate hereunder plus all Improvements and Infrastructure constructed by Tenant 

(including severance damages) as well as Tenant's Personal Property, goodwill and relocation 

costs; provided, however, that, if required under the terms of any Mortgage, the award shall first 

be paid to the applicable Mortgagee to the extent of the indebtedness owing under such 

Mortgage (and the amount of any award otherwise payable to Tenant shall be reduced by the 

amount thereof paid to any such Mortgagee). 

16.2 Total Taking. If a Total Taking occurs, this Lease shall terminate as of the date of 

the Taking. Each Party shall be entitled to its award and other amounts paid on account of the 

Total Taking for its interest in the Premises and this Lease. With respect to such award and other 

amounts payable to Tenant, the same shall be paid to Tenant and any Mortgagee as provided in 

the Mortgage or other agreement between Tenant and such Mortgagee. 

16.3 Partial Taking. If a Partial Taking occurs, this Lease shall terminate as to the 

portion of the Premises so taken and shall remain in effect as to the portion remaining (except 

that Rent shall abate as provided in section 16.4). In such case, and subject to the availability of 

funds from the Award sufficient for same, Tenant shall promptly commence and complete 

repairs, restoration and rebuilding of the portion of the Premises and the Improvements 

remaining immediately after the Partial Taking to an architecturally complete and economically 

viable condition consistent with the then current Entitled Use. 

16.4 Abatement of Rent. If a Partial Taking occurs, then, from and after the date the 

Partial Taking is effective, Base Rent shall be equitably reduced based upon the Square Feet of 

Retail Spaces and number of Housing Units of the Premises and Improvements subject to such 

Partial Taking; and the Entitled Use shall thereafter reflect the Premises as reduced by such 

Partial Taking. All Additional Rent that is calculated by reference to the Square Feet of the 

Improvements shall be reduced in the proportion that the Square Feet of the Improvements so 

taken bears to the total Square Feet of the Improvements immediately before such Partial Taking. 

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16.5 Temporary Taking. If a Temporary Taking of all or any part of the Improvements 

or the Premises occurs during the Term (i) this Lease shall not be affected in any way; (ii) Tenant 

shall continue to pay and perform all of its obligations hereunder; and (iii) any award made as a 

result of said Temporary Taking shall be paid solely to Tenant. 

ARTICLE 17 

Sale or Conveyance: Estoppel Certificates 

17 .1 Sale or Conveyance of the Property. If the original Landlord hereunder, or any 

successor owner of the Property, sells or conveys the Property, all liabilities and obligations on 

the part of the original Landlord, or such successor owner, under this Lease first arising or 

accruing from and after such sale or conveyance shall terminate and the original Landlord, or 

such successor owner, shall automatically be released therefrom, and thereupon all such 

liabilities and obligations shall be binding upon the new owner. Tenant agrees to attom to such 

new owner. The foregoing shall not be deemed a waiver of any rights or remedies that Tenant 

may have against the original Landlord or any successor owner of the Property arising out of or 

relating to acts, events or circumstances existing or occurring prior to the date of such sale or 

conveyance. 

17.2 Estoppel Certificates. 

(a) At any time and from time to time, Tenant shall, within 

after written request by Landlord, execute, acknowledge and deliver to Landlord a certificate 

certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been 

modifications, that this Lease is in full force and effect as modified, and stating the date and 

nature of each modification); (ii) the Effective Date and the Expiration Date and the date, if any, 

to which all Rent and other sums payable hereunder have been paid; (iii) that no notice has been 

received by Tenant of any Event of Default by Tenant which has not been cured, except as to 

defaults specified in such certificate; (iv) that to the actual knowledge of the person signing such 

certificate, without investigation or inquiry, Landlord is not in default under this Lease, except as 

to defaults specified in such certificate; and (v) such other matters as may be reasonably 

requested by Landlord or any actual or prospective purchaser or mortgage lender. Any such 

certificate may be relied upon by Landlord and any actual or prospective purchaser or mortgage 

lender of the Property or any part thereof. Notwithstanding the foregoing, it shall not be deemed 

an Event of Default hereunder if Tenant shall fail to timely deliver any certificate described in 

this section 17.2(a). 

(b) At any time and from time to time, Landlord shall, within 

after written request by Tenant or any Mortgage, execute and deliver to Tenant or such 

Mortgagee, a certificate certifying: (i) that this Lease is unmodified and in full force and effect 

( or, if there have been modifications, that this Lease is in full force and effect as modified, and 

stating the date and nature of each modification); (ii) the Effective Date and the Expiration Date 

and the date, if any, to which all Rent and other sums payable hereunder have been paid; (iii) that 

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no notice has been received by Landlord of any default by Landlord hereunder which has not 

been cured, except as to defaults specified in such certificate; (iv) that to the actual knowledge of 

the person signing such certificate, without investigation or inquiry, Tenant is not in default 

under this Lease, except as to defaults specified in such certificate; and (v) such other matters as 

may be reasonably requested by Tenant or any such existing or prospective Mortgagee, assignee 

or sublessee. Any such certificate may be relied upon by Tenant, any such existing or 

prospective Mortgagee, assignee or sublessee (or, if any Mortgagee has acquired Tenant's 

leasehold estate pursuant to ARTICLE 13, to a prospective transferee of such Mortgagee). 

17.3 

ARTICLE 18 

Notices 

18.1 Method. Except as otherwise specifically provided in this Lease, all requests, 

approvals, consents, notices and other communications under this Lease shall be properly given 

only if made in writing and either deposited in the United States mail, postage prepaid, certified 

with return receipt requested, or delivered by hand (which may be through a messenger or 

recognized delivery, courier or air express service), and addressed to the applicable Party as 

specified in the Basic Lease Information ( or to such other personnel or place as a Party may 

from time to time designate in a written notice to the other Party). Such requests, approvals, 

consents, notices and other communications shall be effective on the date: of receipt ( evidenced 

by the certified mail receipt) if delivered by United States mail; or of hand delivery if hand 

delivered. If any such request, approval, consent, notice or other communication is not received 

or cannot be delivered due to a change in the address of the receiving Party of which notice was 

not previously given to the sending Party or due to a refusal to accept by the receiving Party, 

such request, approval, consent, notice or other communication shall be effective on the date 

delivery is attempted. Any request, approval, consent, notice or other communication under this 

Lease may be given on behalf of a Party by the attorney for such Party. 

18.2 Mishaps. 

(a) During the Term, if a Mishap occurs on or about the Premises, Tenant shall 

promptly notify Landlord by telephoning the NASA ARC Safety, Health and Medical Services 

Division at (650) 604-5602. The Center Director reserves the right to investigate any Mishap in 

accordance with Landlord's policies and procedures. 

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(b) Tenant shall inform its Affiliates, contractors and subtenants occupying or 

subleasing each of the Retail Spaces and Ancillary Uses that each such employer shall comply 

with all applicable Federal Occupational Safety and Health Administration ("OSHA") 

requirements and shall promptly notify OSHA and Landlord of any OSHA-reportable mishap on 

the Premises by telephoning the NASA ARC Safety, Health and Medical Services Division at 

(650) 604-5602. 

18.3 Current Officials. Landlord shall endeavor to deliver to Tenant notice of changes 

in the Center Director and the CBO; provided, however, Landlord shall not incur any liability as 

a result of its failure to do so. 

ARTICLE 19 

Miscellaneous 

19.1 General. The words "include," "includes" and "including" shall be deemed to be 

followed by the phrase "without limitation." The words "approval," "consent," "notice" and 

"notification" shall be deemed to be preceded by the word "written." If there is more than one 

Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the 

essence of this Lease and each and all of its provisions. This Lease shall benefit and bind 

Landlord and Tenant and the permitted personal representatives, heirs, successors and assigns of 

Landlord and Tenant. The liability of Tenant under this Lease shall survive the termination of 

this Lease with respect to acts or omissions that occur before such termination. If any provision 

of this Lease is determined to be illegal or unenforceable, such determination shall not affect any 

other provision of this Lease and all such other provisions shall remain in full force and effect. 

Article and section headings in this Lease are for convenience only and are not to be construed as 

a part of this Lease or in any way limiting or amplifying the provisions thereof. 

19.2 Delay. 

(a) 

(b) 

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( c) 

19 .3 Cooperation: Further Assurances. In light of the long - term nature of this Lease 

and the significant investments that the Parties will make over the Term, the Parties agree that 

they shall cooperate reasonably in the conduct of the landlord/tenant relationship arising 

hereunder. The Parties agree to cooperate with each other to minimize adverse impacts to, and 

unreasonably interference with, the other Party's operations and activities on and about the 

Property or the Premises as the case may be. The Parties further acknowledge that this Lease 

and the proposed development of the Premises may generate public inquiries, including inquiries 

from the media, and the Parties agree to use best efforts to address such inquiries and coordinate 

responses, as appropriate. During the Term, the Parties agree to do such things, perform such 

acts, and make, execute, acknowledge and deliver such documents and agreements as may be 

reasonably necessary or proper to carry out the purpose and effect the terms of this Lease. 

Furthermore, the Parties acknowledge that from time to time during the Term it may be 

necessary or advisable to modify the terms this Lease to better serve the needs and the 

relationship of the Parties hereunder, and that in such circumstances the Parties may, upon their 

mutual agreement, enter into one or more amendments or modifications to this Lease for such 

purposes. 

19.4 

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19.5 No Waiver. The waiver by Landlord or Tenant of any breach of any covenant in 

this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other 

covenant in this Lease, nor shall any custom or practice which may grow up between Landlord 

and Tenant in the administration of this Lease be construed to waive or to lessen the right of 

Landlord or Tenant to insist upon the performance by Landlord or Tenant in strict accordance 

with this Lease. The subsequent acceptance of Rent hereunder by Landlord or the payment of 

Rent by Tenant shall not waive any preceding breach by Tenant of any covenant in this Lease, 

nor cure any Event of Default, nor waive any forfeiture of this Lease or unlawful detainer action, 

other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's 

or Tenant's knowledge of such preceding breach at the time of acceptance or payment of such 

Rent. 

19.6 No Merger of Title. There shall be no merger of the leasehold estate created by 

this Lease with fee title to the Premises or any portion thereof by reason of the fact that the same 

person may own or hold both such leasehold estate and fee title. No such merger of title shall 

occur unless and until all persons, including any Mortgagee, with an interest in either the 

leasehold estate created by this Lease and fee title to the Premises shall join in a written 

instrument effecting such merger and shall duly record the same in the Official Records of Santa 

Clara County, California. The voluntary surrender of this Lease by Tenant to Landlord, or a 

mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision 

contained herein, shall not work a merger, but, at the option of Landlord, and subject to the terms 

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of any applicable nondisturbance and attornment agreement, shall either terminate any or all 

existing subleases or subtenancies hereunder, or operate as an assignment to Landlord of any or 

all of such subleases or subtenancies. 

19.7 No Third Party Beneficiary. Except for a Mortgagee (whose rights and 

obligations are specifically set forth in ARTICLE 13), this Lease shall not, nor be deemed nor 

construed to, confer upon any person or entity, other than the Parties hereto, any right or interest, 

including, without limiting the generality of the foregoing, any third party beneficiary status or 

any right to enforce any provision of this Lease. · 

19.8 Representations and Warranties of Tenant. Tenant hereby represents and 

warrants to Landlord as follows: 

(a) Tenant is a limited liability company, duly formed and validly existing under the 

laws of the State of California. 

(b) Tenant has the right, power, legal capacity and authority to enter into and perform 

its obligations under this Lease, and no approval or consent of any person is required in 

connection with Tenant's execution and performance of this Lease. The execution and 

performance of this Lease will not result in or constitute any default or event that would, with 

notice or lapse of time or both, be a default, breach or violation of the organizational instruments 

governing Tenant or any agreement or any order or decree of any court or other governmental 

authority to which Tenant is a party or to which it is subject. 

( c) Tenant has taken all necessary action to authorize the execution, delivery and 

performance of this Lease and this Lease constitutes the legal, valid and binding obligation of 

Tenant. 

( d) All individuals executing this Lease on behalf of Tenant represent that they are 

authorized to execute and deliver this Lease on behalf of that entity. 

19. 9 Representations and Warranties of Landlord. Landlord hereby represents and 

warrants to Tenant as follows: 

(a) Landlord has the right, power and authority to enter into this Lease and to cause 

the Premises to be demised to Tenant in accordance with the terms and conditions hereof, and 

the entities or individuals executing this Lease are duly authorized and empowered to act for and 

to bind Landlord. This Lease is a binding obligation of Landlord. The execution, delivery and 

performance of this Lease by Landlord has been duly and validly authorized by all necessary 

action and proceedings, and no further action or authorization is necessary on the part of 

Landlord in order to consummate the transaction contemplated herein. 

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(b) No person or entity has any right to acquire the Premises or any part thereof, or to 

obtain any interest therein. There are no outstanding rights of first refusal, rights of reverter or 

options to purchase relating to the Premises or any interest therein. 

( c) Landlord has received no notice nor has any knowledge that the whole or any 

portion of the Premises, including access thereto or any easement benefiting the Premises, is 

subject to temporary requisition of use by any governmental authority or has been condemned, or 

taken in any proceeding similar to a condemnation proceeding, or is there now pending any 

condemnation, expropriation or similar proceeding against the Premises or any portion thereof. 

(d) Landlord's signatory hereby certifies that this Lease will not have a negative 

impact on NASA's mission. 

( e) All individuals executing this Lease on behalf of Landlord represent that they are 

authorized to execute and deliver this Lease on behalf of that entity. 

19 .10 Exhibits. The exhibits and any other attachments specified in this Lease and in 

the Basic Lease Information are hereby made a part of this Lease as if set forth herein in full. 

Notwithstanding the foregoing, in the event of a conflict between any term, provision, or 

condition of any Exhibit hereto, and any term, provision or condition set forth in the body of this 

Lease, the applicable term, provision or condition set forth in the body of this Lease shall govern 

and control. 

19 .11 Broker(s). Each Party shall be responsible for the fees and commissions due to 

any broker or finder engaged by such Party, if any, in the consummation of the transaction 

contemplated by this Lease. 

19.12 Waivers of Jury Trial and Certain Damages. Landlord and Tenant each hereby 

expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to 

trial by jury and any and all right to receive punitive, exemplary and consequential damages from 

the other ( or any past, present or future member, trustee, director, officer, employee, agent, 

representative, or advisor of the other) with respect to any Claim as to which Landlord and 

Tenant are parties that in any way (directly or indirectly) arises out of, results from or relates to 

any of the following, in each case whether now existing or hereafter arising and whether based 

on contract or tort or any other legal basis: This Lease; any past, present or future act, omission, 

conduct or activity with respect to this Lease; any transaction, event or occurrence contemplated 

by this Lease; the performance of any obligation or the exercise of any right under this Lease; or 

the enforcement of this Lease. Landlord and Tenant reserve the right to recover actual or 

compensatory damages, with interest, attorneys' fees, costs and expenses as provided in this 

Lease, for any breach of thi,s Lease. 

19 .13 Entire Agreement. There are no oral agreements between Landlord and Tenant 

affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, 

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arrangements, brochures, offers, agreements and understandings, oral or written, if any, between 

Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of 

this Lease or the Premises, including, without limitation the RFP and any proposal by Tenant or 

any of its Affiliates with respect thereto. There are no commitments, representations or 

assurances between Landlord and Tenant or between any real estate broker and Tenant other than 

those expressly set forth in this Lease and all reliance with respect to any commitments, 

representations or assurances is solely upon commitments, representations and assurances 

expressly set forth in this Lease. This Lease may not be amended or modified in any respect 

whatsoever except by an agreement in writing signed by Landlord and Tenant. 

19.14 Governing Law. Except to the extent the same may be in conflict with the laws of 

the United States, the laws of the State of California shall govern the validity, construction and 

effect of this Lease. In instances where the laws of the United States refer to the laws of the state 

applicable to a transaction, such reference shall be made to the laws of the State of California, 

including California Civil Code §§ 1542, 1951.2 (as limited by the last sentence of section 14.2) 

and 1951.4. 

19.15 Anti - Deficiency Act. Landlord's ability to perform its obligations under this 

Lease is subject to the availability of appropriated funds. Nothing in this Lease commits the 

United States Congress to appropriate funds for the purposes stated herein (pursuant to the Anti -

Deficiency Act, 31 U.S.C. § 1341). 

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date 

specified in the Basic Lease Information. 

Tenant: 

MOUNTAIN VIEW HOUSING VENTURES 

LLC, a California limited liability company 

By: 

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Landlord: 

NATIONAL AERONAUTICS AND 

SPACE ADMINISTRATION, 

an Agency of the United States 

By

Calvin Williams 

Assistant Administrator 

For Strategic Infrastructure 

ByDeborah L. Feng 

Associate Director 

NASA Ames Research Center 

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