2009-007 Purchasing - Telesis Construction Management, LLC - Parking Deck Lease and Right of First Offer and Right of First Refusal

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(c) Shared Operating Costs -Remainder of Term. Commencing on January 1, 2010, Lessee shall pay to Lessor each calendar year during the Term, in addition to the Annual Rent required to be paid by Lessee to Lessor pursuant to paragraph 3(a) above, a sum equal to Lessee's pro-rata share of Shared Operating Costs incurred by Lessor during the preceding calendar year multiplied by the number of Parking Spaces leased to Lessee pursuant to this Lease during such preceding calendar year. On or before March 31 of each calendar year during the Term commencing in calendar year 2010, Lessor shall deliver to Lessee a written statement of Lessee's pro-rata share of Shared Operating Costs for the preceding calendar year. Lessee shall pay such pro-rated share of Shared Operating Costs to Lessor on or before July 10 of each calendar year during the Term. Lessee's pro-rata share of Shared Operating Costs for each calendar year during the Term shall be determined by multiplying the Shared Operating Costs for the preceding calendar year by a fraction, the numerator of which shall be the number of Parking Spaces leased to Lessee pursuant to the terms of this .Lease during such preceding calendar year, and the denominator of which shall be four hundred nine (409), the total number of parking spaces in the Parking Deck. When and as used in this Lease, the term "Shared Operating Costs" shall mean the total amount of all "Shared Operating Costs" expense items listed on the. attached EXHIBIT C incurred by Lessor in a particular calendar year; provided, however, that the management fee for calendar years 2009 and 2010 shall not exceed Twelve Thousand and No/100 Dollars ($12,000.00) and the management fee shall not thereafter be increased or decreased by more than one and one half percent (1'/z%) per calendar year unless a different increase or decrease is agreed upon, in writing, by Lessor and Lessee. Section 4 Right of First Offer to Purchase and Right of-First Refusal. Subject to the terms of this Lease, Lessor expressly reserves the right to sell the Property at anytime during the Term, including any extension thereof. However, Lessor covenants that it will not list nor offer the Property for sale without first giving Lessee written notice, in the manner prescribed in paragraph 6(d) of this Lease for Notices, of its desire to sell the Property and having allowed Lessee forty-five days from and after the date of such notice in which to attempt to secure a binding written agreement with Lessor for the purchase of the Property by Lessee. Lessor agrees that any and all offers to purchase submitted by Lessee during said forty-five day period will be held in strictest confidence, will be given every reasonable consideration in good faith, and if unacceptable, will remain confidential and will not be used at any time to enhance its efforts to otherwise market said Property. Lessor further grants to Lessee during the Term, including any extension thereof, the exclusive right at Lessee's option to purchase the Property on the same terms and at the same price as any bona fide offer for the Property received by Lessor that Lessor. desires to accept. Upon receipt of any such bona fide offer, and each time any such bona fide offer is received, Lessor shall immediately notify Lessee, in the manner prescribed in paragraph 6(d) of this Lease for Notices, of the full details of such offer, including a copy of the same (the name and address of the offeror may be omitted if Lessee is unwilling or unable to maintain the name and address of the offeror's confidentiality), whereupon Lessee shall have thirty (30) days after receipt of such notice in which to elect to exercise this right of first refusal. No sale of or transfer of title to the Property shall be binding on Lessee unless and until these requirements are fully complied with. The right of first refusal herein granted shall be continuing and pre-emptive, binding on the Lessor's successors or assigns, and the failure of Lessee to exercise same in any one case shall not affect Lessee's right to exercise such right of first refusal in other cases thereafter arising during the Term or any extension of the Term. Upon Lessor and Lessee reaching a binding written agreement for the purchase and sale of the Property, or upon Lessor's receipt of Lessee's notice of election to exercise any right of first refusal granted herein, Lessee shall have a reasonable time in which to examine title to the Property, but in no event more than thirty (30) days, and, upon completion of such examination, if the title is found to -3-