Office Lease

INDUSTRIAL LEASE


THIS LEASE is made, entered into and effective as of December 1, 2000, by and between BENGREEN, L.L.C., an Oregon limited liability company, with its address at 1022 SW Salmon Street, Suite 450, Portland, Oregon 97205 ("Landlord"), and INTEL CORPORATION a Delaware Corporation, with its address at 2200 Mission College Blvd., Santa Clara, CA 95052 ("Tenant").


1. PREMISES AND TERM


a. Premises. In consideration of the covenants and agreements herein contained, Landlord does hereby lease, let and demise unto Tenant and Tenant leases from Landlord, the space depicted on Exhibit "A" attached hereto (the "Premises"), which contains 39,355 square feet, and which is located in Building C, (the "Building"), all of which is in the Ronler Corporate Center (the "Park") in Hillsboro, Oregon, which is legally described in Exhibit "B," attached hereto. Tenant's Premises represent approximately twenty-five (25) percent of the total existing square footage of 157,388 square feet within the Park. This percentage shall be adjusted from time to time if more square footage is constructed at the Park, and the percentage shall be computed by dividing the square footage of the Premises by the total rentable square footage contained in the Park, as determined by Landlord at its cost, using NAIOP standards. The resulting percentage shall, upon written notice to Tenant, be used as Tenant's proportionate share in determining Tenant's share of taxes, insurance, assessments and operating expenses of the Park. Landlord reserves the right from time to time to add to the real property which comprises the Park to include one or more adjacent parcels. In the event that the inclusion of such additional real property results in an increase of the total square footage of the Park, Tenant's percentage shall be adjusted accordingly. Tenant shall have the right to use, in common with others, the common areas of the Park.


b. Possession. Landlord has completed the Landlord's Improvements, as shown on Exhibit "C." Landlord shall deliver, and Tenant shall accept, the Premises, upon the date that both Tenant and Landlord have executed this Lease and Tenant has paid the first month of Base Monthly Rent. Landlord warrants that as of the date of delivery of possession, the Premises will have been constructed in accordance with all applicable recorded covenants, conditions and restrictions and all applicable zoning, municipal, county, state and federal laws, codes, ordinances and regulations (including ADA), governing and regulating the development of the Park, construction of the Building and construction of other improvements to the Park.


c. Term. Landlord leases the Premises to Tenant for a term of eighty four (84) months, commencing on March 1, 2001, ( the "Commencement Date"), and continuing through the end of the eighty-fourth full calendar month after the Commencement Date, February 29, 2008 ("Lease Term"). Notwithstanding the foregoing, provided that Tenant is not then in default of this Lease, Tenant may terminate this Lease as of February 28, 2006, by giving Landlord written notice on or before September 1, 2005 that Tenant will terminate the Lease, and paying Landlord the sum of One Hundred One Thousand Seven Hundred Twenty-Nine Dollars and Twenty Cents ($101,729.20), which sum shall be paid to Landlord at the same time that Tenant gives Landlord written notice of the exercise of its right to terminate the Lease. In the event that Tenant fails to give Landlord timely notice and make the payment on or before September 1, 2005, Tenant's right to terminate the Lease shall lapse and be of no further effect. Notwithstanding the foregoing, in consideration of the additional Base Monthly Rent to be paid, in the event that Tenant exercises its right hereunder to the assign the Lease to Convera, as allowed by Section 12 below, then the Lease Term shall terminate at the end of the sixtieth full calendar month after the Commencement Date, February 28,2006. Both Intel Corporation and Convera shall have the right to exercise the Option to Renew as set out in the Addendum at the end of their respective Lease Terms; provided however, if at the end of Convera's shortened Lease Term, Convera does not elect to exercise the Option to Renew; and provided the Lease is not then in default, Landlord will allow Convera to assign the Lease back to Intel Corporation for the remainder of what would have been Intel Corporation's original Lease Term. The Base Monthly Rent for the remainder of the Lease Term will then revert back to the lesser dollar value per square foot and shall be $44,081.30 per month, commencing March 1, 2007 and shall increase, as set out in the Basic Lease Information in accordance with the established rent for Intel Corporation. Intel Corporation and Convera must notify Landlord on or before September 1, 2005, whether Convera will exercise the Option to Renew, assign the Lease to Intel Corporation, or surrender the Premises in accordance with the provisions of the Lease on February 28, 2006.


2. BASE RENT AND SECURITY DEPOSIT


a. Base Rent. Tenant agrees to pay to Landlord Base Rent for the Premises, in advance, without demand, deduction, or set off, for the entire Lease Term hereof, in monthly installments payable on the first day of each calendar month, as set forth in the Basic Lease Information. First month's Base Rent is due within five (5) days of receipt of a fully executed lease by Tenant. In the event that Intel Corporation assigns this Lease to Convera, Base Monthly Rent shall increase, as of the date of the assignment, to the amount of Base Monthly Rent established for Convera for the year of the Lease Term in which the Lease is assigned, as shown on the schedule of rent for Convera in the Basic Lease Information.


b. Security Deposit. In the event that the Lease is assigned to Convera, the following provisions shall apply: Tenant agrees to deposit with Landlord a security deposit in the amount specified in the Basic Lease Information as security for the performance of Tenant's covenants and obligations under this Lease, it being expressly understood and agreed that such deposit is not an advance rental deposit, not the last month's rent, nor a measure of Landlord's damage in the event of Tenant's default. If Tenant shall at any time fail to make any payment or fail to keep or perform any term, covenant, or condition on Tenant's part to be made or performed or kept under this Lease, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligation under this Lease, apply the whole or any part of the Security Deposit (a) to the extent of any sum due to Landlord; or (b) to make any required payment on Tenant's behalf; or (c) to compensate Landlord for any loss, damage, attorneys' fees, or expense sustained by Landlord due to Tenant's default. In such event, Tenant shall, within five (5) days of written demand by Landlord, remit to Landlord sufficient funds to restore the Security Deposit to its original sum. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. Should Tenant comply with all of the terms, covenants, and conditions of this Lease, and at the end of the Lease Term leave the Premises in the condition required by this Lease, then the Security Deposit, less any sums owing to Landlord, shall be returned to Tenant (or, at Landlord's option to the last assignee of Tenant's interests hereunder) within 30 days after the termination of this Lease and vacancy of the Premises by Tenant.


c. Net Lease. This lease is intended to be a net lease, so that Tenant shall pay all the costs associated with the Premises which are specifically set out in this Lease, in addition to Base Rent. For purposes of the United States Bankruptcy Code, all amounts payable by Tenant hereunder to Landlord or any other party shall be rent.


3. USE. The Premises shall be used and occupied only for the uses set out in the Basic Lease Information and for no other purpose without prior written approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. In connection with its use of the Premises and after commencement of the Lease, Tenant shall, at Tenant's expense, comply with all applicable laws, ordinances, and regulations of any public authority, including, but not limited to, those requiring alterations of the Premises because of Tenant's specific use; shall create no nuisance nor allow any objectionable liquid, odor, or noise to be emitted from the Premises, shall store no gasoline or other highly combustible materials on the Premises which would violate any applicable fire code or regulation nor conduct any operation that will increase Landlord's fire insurance rates for the Premises, unless Tenant pays the increased cost thereof. Landlord hereby confirms that Tenant's use as described in this Lease conforms with all rules and regulations. Tenant shall not store, use or deposit, or cause to be stored, used or deposited, on the Premises or anywhere in the Building, any environmentally hazardous or potentially environmental hazardous materials or substance, except those ordinarily used in offices, and in accordance with all applicable laws, rules, regulations, etc., and shall not overload the floors or electrical circuits of the Premises or the Building. Landlord shall have the right to approve, such approval not to be unreasonably withheld, delayed or conditioned, the installation of any power-driven machinery by Tenant and may select a qualified electrician whose opinion will control regarding electrical installations, an architect or engineer whose opinion will control regarding floor loads, and a certified industrial hygienist to evaluate materials to be used or stored in the Building or on the Premises.


4. SIGNS. Tenant may erect a sign on the exterior of the Building stating its name, business, and product after first securing Landlord's written approval, not to be unreasonably withheld, delayed or conditioned, of the size, color, design, wording, and location, and all necessary governmental approvals. Landlord shall have no obligation to approve any sign which differs in style, size, color, design, or location from Landlord's standards or plans for the Park's exterior signage (Exhibit E). All signs installed by Tenant shall be removed upon termination of this Lease, with the sign location restored to its former state. Tenant shall be responsible, at Tenant's sole cost and expense, to maintain the appearance of all of Tenant's signs. If Tenant fails to maintain any of Tenant's signs, Landlord may, upon ten (10) days written notice to Tenant, and provided Tenant has not diligently started to repair Tenant's sign, make required repairs or replace such signs, and Tenant shall promptly reimburse Landlord for the expense of the repairs or replacements. Window signs and awning will not be permitted.


5. REPAIRS AND ALTERATIONS.


a. Repairs. Tenant shall, at its own expense, from and after the Commencement Date, repair, replace and maintain in good and tenantable condition the Premises and every part thereof (except that portion of the Premises to be maintained or replaced by Landlord as herein provided and items under warranty) and including without limitation, the utility meters, pipes and conduits contained in the Premises, all systems and all fixtures exclusively serving the Premises and other equipment therein, including any equipment or other items installed by Tenant which are part of said systems, the storefronts, all signs, locks and closing devices, and all window sash, casement or frames, door and door frames, floor coverings, and all such items of repair, maintenance, alteration and improvement as may at any time or from time to time be required by any governmental agency having jurisdiction thereof and that are the responsibility of Tenant under this Lease. Maintenance of all glass, both exterior and interior, is the sole responsibility of Tenant, and any glass broken shall be promptly replaced by Tenant. Tenant shall maintain the water, sewer and other utility connections from the point of entry into the Premises. In no event shall Tenant be responsible to repair any damage to the Premises caused by Landlord, its agents, contractors, employees or invitees. All such damage shall be promptly repaired by Landlord at its sole cost and expense. Tenant shall also repair any damage to any area of the Premises or the Building caused by Tenant's installation of Tenant's Improvements and shall be responsible for the maintenance, repair and replacement of any structural elements of the Building which are added to the Building as part of Tenant's Improvements or later alterations, and the repair and replacement of those elements shall not be the responsibility of Landlord under this Lease.


b. Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises, or add any lighting to the exterior of the Building, without Landlord's prior written approval, which approval shall not be unreasonably withheld or conditioned; provided however, that Landlord may withhold its approval in its sole and absolute discretion to a request from Tenant to any change of color of the exterior of the Building. Subject to the preceding sentence, Landlord shall review and approve in writing such drawings and plans submitted to Landlord for its approval within fifteen (15) days of submittal by Tenant. Failure of Landlord to either approve such plans and drawings, or to provide Tenant with Landlord's objections thereto, within five (5) days after written notice from Tenant that Tenant has not received any response to its submittal, shall be deemed approval of the plans and drawings as submitted. Notwithstanding the foregoing, Tenant may make non-structural alterations or improvements (as long as such improvements do not effect the exterior of Building) which do not require a building permit, and the total hard costs of which are less than $50,000.00 per occurrence. Prior to commencing any construction, Tenant shall obtain a valid building permit issued by the appropriate governmental agency. Upon termination of this Lease, any such structural alterations, and any additions, or improvements, including, without limitation, all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures, but excluding Tenant's trade fixtures and affixed personal property, which are listed on the attached Exhibit I, shall at once become part of the realty upon which the Premises are located and belong to Landlord unless the terms of the Lease provide otherwise; or unless Landlord requests that certain of the structural additions, or alterations or improvements installed by Tenant be removed; provided however, that Tenant shall not be required to remove any dropped ceilings, carpeting, ductwork, electrical wiring and plumbing, HVAC systems, restrooms or interior floor-to-ceiling walls. In such case, Tenant shall, at Tenant's sole cost and expense, promptly remove the specified structural additions, alterations, or improvements and repair and restore the affected portion of the Premises and Building to its or their original condition, including restoration of the Building to its original configuration and restoration of existing parking spaces removed by Tenant, reasonable wear and tear excepted. Exhibit I shall be amended from time to time to add any items which Tenant installs and which Landlord may request Tenant to remove in accordance with the provisions of this Section 5(b). Tenant shall give Landlord notice of its installation of such items within sixty (60) days of the installation thereof, and Exhibit I shall then be amended to include such additional items added to the Premises by Tenant, and Tenant and Landlord shall initial any such changes to Exhibit I. Landlord shall not unreasonably withhold consent to any additions to Exhibit I. During construction of any improvements by Tenant, Tenant shall provide all security for its materials, offices, staging and construction parking areas, etc. Landlord shall have no responsibility for any of such items. Tenant shall also be responsible for maintaining a safe construction area at the Park and offsite as well, including without limitation, keeping all public and private roadways and parking areas clean and safe; provided however that Tenant shall only have the obligation to perform clean up of those portions of public or private roadways and parking which have been affected by Tenant's activities. Tenant may remove any items of its personal property and equipment which are not affixed to the Premises from time to time during the Lease Term and any Option Term.


6. UTILITIES. Tenant shall pay, when due, all charges for electricity, natural gas, water, garbage collection, janitorial service, sewer, and all other utilities of any kind furnished to the Premises starting upon the date that Landlord delivers possession of the Premises to Tenant in accordance with Section 1(b) above and during the Lease Term, including any free rental period of this Lease Term; provided however that Tenant shall not pay for any janitorial service until Tenant takes occupancy of the Premises. Landlord shall have no liability resulting from any interruption of utility services, unless caused by the negligence of Landlord or its contractors. Tenant shall control the temperature in the Premises to prevent freezing of the sprinkler system and plumbing. Tenant shall be responsible to promptly repair or replace, at Tenant's own sole cost and expense, any parts of the sprinkler system or plumbing within the Premises damaged by freezing or any other event, excluding acts of God, negligence of Landlord or items under warranty.


7. OPERATING EXPENSES


a. Taxes. Tenant shall pay its proportionate share of any and all real property taxes, regular and special assessments, license fees and other charges of any kind and nature whatsoever, payable by Landlord as a result of any public or quasi-public authority, or ,assessment or imposition against, or arising out of, Landlord's interest in the Park, together with the buildings and the grounds, parking areas, driveways, roads, and alley around the Building and the Premises, or any part thereof. Tenant shall not however, be obligated to pay (a) any tax based upon Landlord's net income, (b) any inheritance, estate, franchise, transfer, gift, or excess profits tax, or (c) any assessments which are not specifically noted as real estate taxes, unless such tax is a substitute for, or in lieu of, real and personal property taxes. During each month of the Lease Term at the same time and in the same manner as the payment of Monthly Base Rent, Tenant shall make a monthly escrow deposit with Landlord (the "Monthly Tax Payment") equal to 1/12 of its proportionate share of the charges which will be due and payable for that particular year, which shall include Tenant's share of the taxes. The charges are subject to adjustment after the end of the year on the basis of the actual cost for such year.


b. Monthly Operating Expenses. Tenant shall pay its proportionate share of the operating expenses of the Park. The amounts charged to Tenant hereunder shall include all reasonable usual and necessary costs of operating, repairing and maintaining the Premises and the Park, and any common areas including, but not limited to, common area entry, the cost of all utilities or services not paid directly by Tenant, security, management fees, compliance with applicable laws, rules, regulations, etc. of any agency or governmental authority having jurisdiction, insurance premiums which Landlord maintains under this Lease, maintenance and repair of landscaping and HVAC units, maintenance, repair and resurfacing of parking areas and maintenance and repair of any other common facilities and repairs and replacements of the roof membrane; provided that the cost of any replacement of the roof membrane shall be amortized and charged as an Operating Expense over its useful life and painting of exterior walls of the Park buildings During each month of the Lease Term at the same time and in the same manner as the payment of monthly Base Rent, Tenant shall pay the Monthly Operating Expense Payment equal to 1/12 of its proportionate share of the charges which will be due and payable for that particular year.


c. Prorations. Tenants proportionate share is stated in Section 1 of this lease. Tenant's obligation to pay the amounts specified in this Section 7 shall commence on March 1, 2001.


d. Reconciliations. Tenant's Operating Expense, Tax and Insurance Payments shall be reconciled annually within 120 days of the end of each calendar year. If Tenant's total Operating Expense, Tax and Insurance Payments, which have been paid, are more than Tenant's actual proportionate share, Landlord shall refund the excess to Tenant within thirty (30) days. If Tenant's total Operating Expense, Tax and Insurance payments, which have been paid, are less than Tenant's actual proportionate share, Tenant shall reimburse Landlord within thirty (30) days of delivery of notice.


e. Exclusions. Notwithstanding subsections 7a and 7b above, the following shall not be charged to Tenant pursuant to subsections 7a and 7b:


All costs associated with the operation of the business or the Ownership of the entity which constitutes "Landlord", as distinguished from the costs of Building operations, including, but not limited to, costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be an issue), costs of selling, syndicating, financing, mortgaging, or hypothecating any of the Landlord's interest in the Building and/or Common Area, costs of any disputes between Landlord and its employees, costs of disputes of Landlord with building management, or costs paid in connection with disputes with Tenant or any other tenants;
All costs (including permit, license, and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating space for tenants or other occupancy or in renovating or redecorating vacant space, including the costs of alterations or improvements to the Premises or the premises of any other tenant or occupant of the Building (including buildings to be constructed) the Park or its common area, except as allowed elsewhere in this Lease;
Any cash or other consideration paid by Landlord on account of, with respect to, or in lieu of, the tenant improvement work or alterations described in clause (2) above; Costs incurred by Landlord in connection with the construction of the Building or other buildings to be constructed in the Park, the correction of defects in construction of the Building or other buildings in the Park, the discharge of Landlord's obligations under the work letter attached to any lease;
Any costs of any services sold or provided to tenants or other occupants or third parties for which Landlord is entitled to be reimbursed by such tenants or other occupants or third parties not as Operating Expenses, but as an additional charge or rental over and above the basic rent (and escalations thereof) paid by such specific tenant, occupant or third party;
Depreciation and amortization of the Building or other buildings to be
constructed in the Park; Costs incurred due to violation by Landlord or
any tenant of the terms and conditions of any lease; Payments in
respect to overhead or profit to subsidiaries or affiliates of
Landlord; Interest on debt or amortization payments on any mortgages or
deeds of trust or any other debt service or instrument encumbering the Building or the Park;
Wages, salaries and other compensation paid to any executive employee of Landlord or Landlord's manager above the grade of building manager;
Any cost or expense related to removal, cleaning, abatement, or remediation of Hazardous Material in or about the Building/Park or real property, including without limitation, hazardous substances in the ground water or soil, unless required in the ordinary course, e.g. the cost of filtering of storm water or removing vehicle residue from parking lots;
Any compensation paid to clerks, attendants, concierges, or other persons working in or managing commercial concessions operated by Landlord or Landlord's managing agent;
Advertising and promotional costs;
Leasing commissions, attorney fees, cost and disbursements, and other expenses incurred in connection with negotiations or disputes with tenants or other occupants or prospective tenants or other occupants, or associated with the enforcement of any leases or the defense of Landlord's title to, or interest in, the Building or Park or any part thereof or common area or any part thereof;
"Takeover" expenses, including but not limited to the expenses incurred by Landlord with respect to the improvement and re-lease of space located in another building;
Landlord's gross receipts (which shall not include any rental tax), personal and corporate income taxes, inheritance and estate taxes, and other business and assessments, franchise, gift and transfer taxes, unless in lieu of, and comparable to, existing real estate taxes;
Any real estate taxes payable by Tenant or any other tenant in the Building under the applicable provisions in their respective leases;
To the extent Landlord is reimbursed, the costs of repair or
replacements for any item covered by a warranty; Repairs or other work
occasioned by fire, windstorm or other casualty of an insurable nature
or by the exercise of eminent domain or any expenditures for which Landlord is reimbursed from any source;
Costs of any initial "tap fees" or any sewer or water connection fees of the Building or additional buildings constructed in the Park;
Costs associated with the installation of any signage associated with the Building (including additional buildings constructed in the Park) or its tenants;
Any fines, costs, penalties, or interest resulting from the negligence or willful misconduct of the Landlord or its agents, contractors, or employees;
Rental payments and any related costs pursuant to any ground lease of land underlying all or any portion of the Building, Park and common area, including acquisition costs and land purchase costs;
Any costs, fees, dues, contributions or similar expenses for political,
charitable, or similar organizations; Any rental and any associated
costs, either actual or not, for the Landlord's or Landlord's managers
management or leasing offices;
Any bad debt loss, rent loss, or reserves for bad debt or rent loss;
Costs for sculpture, paintings, or other objects of art;
Costs incurred in connection with the original construction of the Building (or other buildings to be constructed in the Park) or with any major changes to same, including but not limited to additions or deletions of floors;
Unless specifically allowed by this Lease, costs incurred by Landlord for alterations or improvements which are considered capital improvements or replacements under the Internal Revenue Code and generally accepted accounting principles, except where such capital improvement or replacement results in a net reduction in Operating Expenses after the cost of the improvement or replacement is amortized and charged over the useful life of the improvement or replacement ;
Expenses in connection with services or other benefits which are not offered to Tenant, but which are provided to another tenant or occupant of the Park or services or benefits for which Tenant is charged and which are paid directly by Tenant;
Financing costs, including but not limited to points, commitment fees and legal fees;
Management fees in excess of three percent (3%) of base rent per year for the Initial Term and four (4%) percent for any Option Term;
Insurance premiums to the extent any other tenant causes landlord's existing insurance premiums to increase or requires Landlord to purchase additional insurance;
Costs incurred during initial construction of the Park to make the Park comply with the American with Disabilities Act or statutes, laws, regulation or other legislation of similar import, thereafter such costs may be included as Operating Expenses if incurred in the ordinary course of operating the Park
Rentals and other related expenses incurred in leasing; and
Structural repairs to the exterior walls, roof and foundation, but repairs to the roof membranes may be included.


f. Audit Rights. Tenant shall have the right, within six (6 ...