OF AMERICA, THE STATE OF CALIFORNIA OR ANY
POLITICAL SUBDIVISION THEREOF, OR ANY OTHER POLITICAL OR PUBLIC ENTITY, AND
SHALL ALSO INCLUDE ANY OTHER TAX, ASSESSMENT OR FEE, HOWEVER DESCRIBED, THAT MAY
BE LEVIED OR ASSESSED AS A SUBSTITUTE FOR, OR AS AN ADDITION TO, IN WHOLE OR IN
PART, ANY OTHER REAL ESTATE TAXES, WHETHER OR NOT NOW CUSTOMARY OR IN THE
CONTEMPLATION OF THE PARTIES AS OF THE COMMENCEMENT DATE.
REAL ESTATE TAXES
SHALL NOT INCLUDE FRANCHISE, TRANSFER, SUCCESSION, GIFT, INHERITANCE, GROSS
RECEIPTS OR CAPITAL STOCK TAXES OR INCOME TAXES MEASURED BY THE NET INCOME OF
LANDLORD UNLESS, DUE TO A CHANGE IN THE METHOD OF TAXATION, ANY OF SUCH TAXES IS
LEVIED OR ASSESSED AGAINST LANDLORD AS A SUBSTITUTE FOR, OR AS AN ADDITION TO,
IN WHOLE OR IN PART, ANY OTHER TAX THAT WOULD OTHERWISE CONSTITUTE A REAL ESTATE
TAX.
REAL ESTATE TAXES SHALL ALSO INCLUDE REASONABLE LEGAL FEES, COSTS, AND
DISBURSEMENTS INCURRED IN CONNECTION WITH PROCEEDINGS TO CONTEST, DETERMINE, OR
REDUCE REAL ESTATE TAXES;
(III)
REPAIR, MAINTENANCE, REPLACEMENT AND SUPPLY OF AIR CONDITIONING,
ELECTRICITY, STEAM, WATER, HEATING, VENTILATING, MECHANICAL, ESCALATOR AND
ELEVATOR SYSTEMS, SANITARY AND STORM DRAINAGE SYSTEMS AND ALL OTHER UTILITIES
AND MECHANICAL SYSTEMS WHICH ARE COMMONLY USED BY ALL BUILDING TENANTS;
(IV)
LANDSCAPING AND GARDENING;
(V)
SECURITY, REPAVING, REPAIRING, MAINTAINING AND RESTRIPING OF
PARKING AREAS;
(VI)
REPAIRS AND MAINTENANCE TO THE COMMON AREA, AND ALL LABOR AND
MATERIAL COSTS RELATED THERETO;
14
(VII)
SECURITY AND FIRE PROTECTION TO THE BUILDING (OTHER THAN AREAS
OCCUPIED BY TENANTS);
(VIII)
GENERAL MAINTENANCE, JANITORIAL SERVICES, TRASH REMOVAL, CLEANING
AND SERVICE CONTRACTS FOR THE BUILDING AND THE COST OF ALL SUPPLIES, TOOLS AND
EQUIPMENT REQUIRED IN CONNECTION THEREWITH;
(IX)
ALL INSURANCE (INCLUDING EARTHQUAKE COVERAGE) CARRIED BY LANDLORD
ON THE BUILDING, THE COMMON AREA AND THE PROPERTY, OR IN CONNECTION WITH THE USE
OR OCCUPANCY THEREOF, INCLUDING FIRE AND EXTENDED COVERAGE, VANDALISM AND
MALICIOUS MISCHIEF, PUBLIC LIABILITY AND PROPERTY DAMAGE, WORKER'S COMPENSATION
INSURANCE, RENTAL INCOME INSURANCE, TERRORISM INSURANCE AND ANY OTHER INSURANCE
COMMONLY CARRIED BY PRUDENT OWNERS OF COMPARABLE BUILDINGS;
(X)
WAGES, SALARIES, PAYROLL TAXES AND OTHER LABOR COSTS AND EMPLOYEE
BENEFITS FOR ALL PERSONS ENGAGED IN THE OPERATION, MANAGEMENT, MAINTENANCE AND
SECURITY OF THE PROPERTY AND NOT OTHERWISE ON THE GENERAL PAYROLL OF LANDLORD OR
AN AFFILIATE OF LANDLORD OR ANY PROPERTY MANAGER OTHER THAN A PERSON LOCATED ON
SITE AT THE PROPERTY BASED ON THE PROPORTIONATE AMOUNT OF TIME SUCH PERSON
DEVOTES TO THE MANAGEMENT OF THE PROPERTY RELATIVE TO OTHER PROPERTIES;
(XI)
MANAGEMENT FEES AT COMMERCIALLY REASONABLE RATES, PROVIDED THAT,
SO LONG AS TENANT LEASES HEREUNDER 100% OF THE BUILDING, TENANT SHALL HAVE THE
RIGHT TO APPROVE THE PROPERTY MANAGER, SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD OR DELAYED, AND TENANT HEREBY AGREES THAT LEGACY PROPERTY MANAGEMENT,
L.P. IS AN ACCEPTABLE MANAGER; PROVIDED FURTHER, IT IS AGREED THAT (X) AS OF THE
DATE HEREOF, 1.25% PER ANNUM OF THE ANNUAL BASE RENT AND OPERATING EXPENSES
PAYABLE BY TENANT TO LANDLORD (AND NOT DIRECTLY TO THIRD