EXPENSES
ALLOCATED TO THE AMENITIES/ATHLETIC FACILITY AND ALL COSTS AND EXPENSES ARISING
FROM THE OPERATION OF SAME.
LESSOR SHALL APPLY ALL OF THE FOLLOWING AMOUNTS
RECEIVED BY LESSOR TO REDUCE OPERATING EXPENSES; (1) FEES PAID BY ANY USER OTHER
THAN TENANTS OF THE PROJECT (INCLUDING, WITHOUT LIMITATION, THE PUBLIC AND
LESSEE'S EMPLOYEES) FOR USE OF THE AMENITIES/ATHLETIC FACILITY AND ANY OF THE
OTHER COMMON AREAS; (2) BASE RENT AND ADDITIONAL RENT PAID BY THE OPERATORS OF
THE AMENITIES/ATHLETIC FACILITY AND ANY OF THE OTHER COMMON AREAS.
LESSOR
AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO SEEK SUCH AMOUNTS TO REDUCE THE
AMOUNT OF OPERATING EXPENSES PAYABLE BY LESSEE HEREUNDER, BEARING IN MIND THE
AMENITY NATURE OF THE COMMON AREAS AND RESTRICTIONS IMPOSED BY THE CITY.
10
(B)
PAYMENT.
LESSEE SHALL PAY LESSEE'S SHARE OF OPERATING EXPENSES IN
MONTHLY INSTALLMENTS ON THE FIRST DAY OF EACH MONTH IN AN AMOUNT SET FORTH IN A
WRITTEN ESTIMATE BY LESSOR.
LESSOR AGREES THAT IT WILL BASE ITS ESTIMATE ON
LESSOR'S EXPERIENCE IN MANAGING OFFICE/RESEARCH AND DEVELOPMENT PROJECTS AND IN
A REASONABLE MANNER.
WITHIN NINETY (90) DAYS FOLLOWING THE END OF THE PERIOD
USED BY LESSOR IN ESTIMATING LESSOR'S COST, LESSOR SHALL FURNISH TO LESSEE A
STATEMENT (HEREINAFTER REFERRED TO AS "LESSOR'S STATEMENT") OF THE ACTUAL AMOUNT
OF LESSEE'S SHARE OF SUCH OPERATING EXPENSES FOR SUCH PERIOD.
WITHIN THIRTY
(30) DAYS THEREAFTER, LESSEE SHALL PAY TO LESSOR, AS ADDITIONAL RENT, OR LESSOR
SHALL REMIT TO LESSEE, AS THE CASE MAY BE, THE DIFFERENCE BETWEEN THE ESTIMATED
AMOUNTS PAID BY LESSEE AND THE ACTUAL AMOUNT OF LESSEE'S SHARE OF OPERATING
EXPENSES FOR SUCH PERIOD AS SHOWN BY SUCH STATEMENT.
LESSEE'S SHARE OF
OPERATING EXPENSES FOR THE ENSUING ESTIMATION PERIOD SHALL BE ADJUSTED UPWARD OR
DOWNWARD BASED UPON LESSOR'S STATEMENT.
(C)
LESSEE'S SHARE.
FOR PURPOSES HEREOF, "LESSEE'S SHARE" SHALL MEAN
(I) AS TO AMOUNTS ALLOCABLE SOLELY TO THE BUILDING OR BUILDING COMMON AREA (AND
WITH RESPECT TO REAL PROPERTY TAX, ALSO TO THE LEGAL PARCEL IN WHICH THE
BUILDING IS LOCATED), THE RENTABLE AREA OF THE PREMISES DIVIDED BY THE RENTABLE
AREA OF THE BUILDING, AND (II) AS TO AMOUNTS ALLOCABLE TO THE PROJECT OR PROJECT
COMMON AREA, THE RENTABLE AREA OF THE PREMISES DIVIDED BY THE RENTABLE AREA OF
ALL PROJECT BUILDINGS (IRRESPECTIVE OF WHETHER THEY ARE RENTED), IN EACH CASE
MEASURED (AT THE TIME IN QUESTION) ON A DRIPLINE BASIS.
(D)
EXCLUSIONS.
FOR PURPOSES OF THIS LEASE, THE TERM OPERATING
EXPENSES SHALL NOT INCLUDE (AND LESSEE SHALL HAVE NO LIABILITY FOR) ANY OF THE
FOLLOWING:
SCHOOL FEES AND OTHER CHARGES IMPOSED UNDER THE DEVELOPMENT
AGREEMENT; CONSTRUCTION COSTS OF THE PACIFIC SHORES INFRASTRUCTURE (AS DEFINED
IN THE DEVELOPMENT AGREEMENT); CONSTRUCTION COSTS OF ANY CHILD CARE FACILITY AT
THE PROJECT OR PAYMENT TO THE CITY OF REDWOOD CITY (THE "CITY") IN LIEU OF
CONSTRUCTING THE CHILD CARE FACILITY; CONSTRUCTION OF ANY COMMON AREA
IMPROVEMENTS; TRAFFIC MITIGATION PAYMENTS DUE UNDER SECTION 13 OF THE
DEVELOPMENT AGREEMENT; LEGAL FEES, PERMIT FEES, ARCHITECTURAL AND ENGINEERING
FEES RELATED TO THE