Health Net 2009 Annual Report Download - page 326

6.4 Obligations Are Rent. All amounts payable by Tenant to Landlord under this Lease, including without limitation Base
Rent and Operating Costs, constitute rent and shall be payable without notice, demand, deduction or offset (except as specifically
provided in this Lease) to such person and at such place as Landlord may from time to time designate by written notice to Tenant.
6.5 Proration. Base Rent payable with respect to a period consisting of less than a full calendar month shall be prorated.
7. OPERATING COSTS
7.1 Tenant’s Share. During the Term of this Lease, Tenant shall pay to Landlord Tenant’s Proportionate Share of the
amount, if any, by which Operating Costs for a calendar year exceed Operating Costs for the Base Year set forth in Section 1.7.
7.2 Estimates. From time to time Landlord shall by written notice specify Landlord’s estimate of Tenant’s obligation
under Section 7.1. Tenant shall pay one-twelfth of the estimated annual obligation on the first day of each calendar month.
7.3 Annual Reconciliation. Within 120 days after the end of each calendar year, Landlord shall provide to Tenant a
written summary of the Operating Costs for the calendar year, determined on an accrual basis and broken down by principal
categories of expense, together with copies of all supporting invoices. The statement also shall set forth Tenant’s Proportionate Share
of Operating Costs and shall show the amounts paid by Tenant on account. Any deficit between Tenant’s obligation and the amounts
paid by Tenant on account shall be paid within thirty days after the statement is provided, and any overpayment shall be refunded by
Landlord with the statement. Late delivery of the annual statement of Operating Costs shall not relieve Tenant of any obligation with
respect to payment of Tenant’s Proportionate Share of the Operating Costs, provided that such delay does not exceed six months. For
at least six months after the end of each calendar year, Landlord shall maintain complete and accurate books and records regarding the
Operating Costs for such calendar year. Such books and records shall be kept at a location in the continental United States known to
Tenant, and Tenant or its auditors shall have the right, upon ten days prior written notice, to inspect, copy at Tenant’s expense, and
audit such books and records at any time during normal business hours and in a manner that does not unreasonably disturb Landlord’s
operations. Any overpayment or underpayment discovered in such audit shall be paid by the applicable party within thirty days after
delivery of the written report of the auditor to Landlord. Any overpayment or underpayment discovered in such audit shall be paid by
the applicable party within thirty days after delivery of the written report of the auditor to Landlord. In each event, the audit must be
performed by a CPA or other accounting professional with at least five years experience performing similar audits and such
accounting professional shall not be paid upon a contingent fee basis or other method that compensates such accounting professional
based upon the amount of discrepancies discovered. If the audit shows that Landlord overstated the actual amount of Operating Costs
by more than five percent, Landlord shall pay Tenant the cost of the audit.
7.4 Partial Year Proration; Variable Cost Adjustment. During the last year of the Term, Tenant’s responsibility for
Operating Costs shall be adjusted in the proportion that the number of days of that calendar year during which the Lease is in effect
bears to 365. Tenant’s
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