Common use of Determination of First Offer Rent Clause in Contracts

Determination of First Offer Rent. If the First Offer Commencement Date is anticipated by Landlord to occur on or after the expiration of the One Year Period, then in the event Tenant timely objects to the First Offer Rent as provided in Section 1.2.3, above, Landlord and Tenant shall attempt to agree upon the First Offer Rent using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s objection to the First Offer Rent (the “First Offer Outside Agreement Date”), then each party shall make a separate determination of the First Offer Rent within thirty (30) days, and such determinations shall be submitted to arbitration as follows: 1.2.9.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker or lawyer who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of the Building and Comparable Buildings. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted First Offer Rent is the closest to the actual First Offer Rent as determined by the arbitrators, taking into account the requirements of Section 1.2.4.2 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the applicable First Offer Outside Agreement Date. 1.2.9.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators. 1.2.9.3 Landlord and Tenant shall each have the right to submit to the arbitrators (with a copy to the other party), on or before the date that occurs fifteen (15) days following the appointment of the last arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord’s or Tenant’s respective determination of the First Offer Rent (the “First Offer Briefs”). Within five (5) business days following the exchange of First Offer Briefs, Landlord and Tenant shall each have the right to provide the arbitrators (with a copy to the other party) with a written rebuttal to the other party’s First Offer Brief (the “First Offer Rebuttals”); provided, however, such First Offer Rebuttals shall be limited to the facts and arguments raised in the other party’s First Offer Brief and shall identify clearly which argument or fact of the other party’s First Offer Brief is intended to be rebutted. At the option of the arbitrator(s), the arbitrator(s) may consult experts and competent authorities to verify factual information set forth in the First Offer Briefs or First Offer Rebuttals. 1.2.9.4 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted First Offer Rent and shall notify Landlord and Tenant thereof. 1.2.9.5 The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant. 1.2.9.6 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable First Offer Outside Agreement Date, and the other party timely appoints an arbitrator, the arbitrator appointed by the other party shall reach a decision, notify Landlord and Tenant thereof in writing, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 1.2.9.7 If the two arbitrators appointed by the parties fail to timely agree upon and appoint a third arbitrator, or both parties fail to timely appoint an arbitrator, then the third arbitrator or the arbitrator, as the case may be, will be appointed by the then presiding judge of the King County Superior Court upon the application of either party (and any such arbitrator so selected shall be required to meet the requirements of Section 1.2.9.1, above). 1.2.9.8 Each party shall pay the charges of the arbitrator appointed by it. All other costs of the arbitration will be paid by Landlord if the First Offer Rent determined by arbitration is the First Offer Rent specified by Tenant in its notice given pursuant to this Section 1.2.9, and by Tenant if the First Offer Rent determined by arbitration is the First Offer Rent specified by Landlord in its notice given pursuant to this Section 1.2.9.

Determination of First Offer Rent. If In the event that Tenant exercises the Right of First Offer, but the Tenant’s Election Notice contains Tenant’s rejection of Landlord’s Market Rate determination (as set forth in the First Offer Commencement Date is anticipated by Landlord to occur on or after the expiration of the One Year PeriodNotice), then in the event Tenant timely objects to the First Offer Rent Market Rate for purposes of this Exhibit K shall be determined as provided in Section 1.2.3, above, follows: (a) Landlord and Tenant shall attempt to agree upon the First Offer Rent Market Rate using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s objection to the First Offer Rent Landlord’s Market Rate determination (the “First Offer Outside Agreement Date”), then each party shall make a separate determination of the Market Rate for the First Offer Rent Space within thirty five (305) daysbusiness days after the Outside Agreement Date, and such determinations shall be submitted to arbitration as follows:in accordance with Sections 9(b) through 9(h) below. 1.2.9.1 (b) Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker broker, appraiser or lawyer attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of the Building and Comparable Comparison Buildings. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted First Offer Rent Market Rate, is the closest to the actual Market Rate for the First Offer Rent Space as determined by the arbitrators, taking into account the requirements of Section 1.2.4.2 of this Lease(3), above. Each such arbitrator shall be appointed within fifteen (15) days after the applicable First Offer Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed the “Advocate Arbitrators”. 1.2.9.2 (c) The two arbitrators Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed arbitrator Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitratorsAdvocate Arbitrators except that neither the Landlord or Tenant or either party’s Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel. 1.2.9.3 Landlord and Tenant shall each have the right to submit to the arbitrators (with a copy to the other party), on or before the date that occurs fifteen (15d) days following the appointment of the last arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord’s or Tenant’s respective determination of the First Offer Rent (the “First Offer Briefs”). Within five (5) business days following the exchange of First Offer Briefs, Landlord and Tenant shall each have the right to provide the arbitrators (with a copy to the other party) with a written rebuttal to the other party’s First Offer Brief (the “First Offer Rebuttals”); provided, however, such First Offer Rebuttals shall be limited to the facts and arguments raised in the other party’s First Offer Brief and shall identify clearly which argument or fact of the other party’s First Offer Brief is intended to be rebutted. At the option of the arbitrator(s), the arbitrator(s) may consult experts and competent authorities to verify factual information set forth in the First Offer Briefs or First Offer Rebuttals. 1.2.9.4 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator Neutral Arbitrator reach a decision as to Market Rate and determine whether the parties shall use Landlord’s or Tenant’s determination of Market Rate as submitted pursuant Section 9(a), above, is closest to Market Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Landlord’s or Tenant’s submitted First Offer Rent and Market Rate is closest to the Market Rate as EXHIBIT K 4 Second & Spring Avalara, Inc. determined by the arbitrators. Following notification of the Award, the Landlord’s or Tenant’s submitted Market Rate determination, whichever is selected by the arbitrators as being closest to Market rent shall notify Landlord and Tenant thereofbecome the then applicable Market Rate. 1.2.9.5 (e) The decision of Award issued by the majority of the three arbitrators shall be binding upon Landlord and Tenant. 1.2.9.6 (f) If either Landlord or Tenant fails fail to appoint an arbitrator Advocate Arbitrator within fifteen (15) days after the applicable First Offer Outside Agreement Date, and either party may petition the other presiding judge of the Superior Court of King County to appoint such Advocate Arbitrator subject to the criteria in Section (9)(b), above, or if he or she refuses to act, either party timely appoints an arbitrator, may petition any judge having jurisdiction over the arbitrator appointed by the other party shall reach a decision, notify Landlord and Tenant thereof in writing, and parties to appoint such arbitrator’s decision shall be binding upon Landlord and TenantAdvocate Arbitrator. 1.2.9.7 (g) If the two arbitrators appointed by the parties Advocate Arbitrators fail to timely agree upon and appoint a third arbitrator, or both parties fail to timely appoint an arbitratorthe Neutral Arbitrator, then either party may petition the third arbitrator or the arbitrator, as the case may be, will be appointed by the then presiding judge of the Superior Court of King County Superior Court upon to appoint the application of Neutral Arbitrator, subject to criteria in Section (9)(b) above, or if he or she refuses to act, either party (and may petition any judge having jurisdiction over the parties to appoint such arbitrator so selected shall be required to meet the requirements of Section 1.2.9.1, above)arbitrator. 1.2.9.8 Each party shall pay the charges of the arbitrator appointed by it. All other costs of the arbitration will be paid by Landlord if the First Offer Rent determined by arbitration is the First Offer Rent specified by Tenant in its notice given pursuant to this Section 1.2.9, and by Tenant if the First Offer Rent determined by arbitration is the First Offer Rent specified by Landlord in its notice given pursuant to this Section 1.2.9.

Determination of First Offer Rent. If the First Offer Commencement Date is anticipated by Landlord to occur on or after the expiration of the One Year Period, then in In the event Tenant timely and appropriately objects to the First Offer Rent as provided in Section 1.2.3, aboveRent, Landlord and Tenant shall attempt to agree upon the First Offer Rent using reasonable their best good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty fifteen (3015) business days following Tenant’s objection to the First Offer Rent (the “First Offer Outside Agreement Date”), then each party shall make a separate determination of the First Offer Rent Rent, as the case may be, within thirty fifteen (3015) business days, and such determinations shall be submitted to arbitration as follows:in accordance with Sections 2.3.8.1 through 2.3.8.7, below. 1.2.9.1 2.3.8.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker or lawyer who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of the Building and Comparable Buildingscommercial high-rise properties in downtown Bellevue, Washington. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted First Offer Rent Rent, is the closest to the actual First Offer Rent as determined by the arbitrators, taking into account the requirements of Section 1.2.4.2 2.3.3 of this LeaseFirst Amendment. Each such arbitrator shall be appointed within fifteen (15) days after the applicable First Offer Outside Agreement Date. 1.2.9.2 2.3.8.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators. 1.2.9.3 Landlord and Tenant shall each have the right to submit to the arbitrators (with a copy to the other party), on or before the date that occurs fifteen (15) days following the appointment of the last arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord’s or Tenant’s respective determination of the First Offer Rent (the “First Offer Briefs”). Within five (5) business days following the exchange of First Offer Briefs, Landlord and Tenant shall each have the right to provide the arbitrators (with a copy to the other party) with a written rebuttal to the other party’s First Offer Brief (the “First Offer Rebuttals”); provided, however, such First Offer Rebuttals shall be limited to the facts and arguments raised in the other party’s First Offer Brief and shall identify clearly which argument or fact of the other party’s First Offer Brief is intended to be rebutted. At the option of the arbitrator(s), the arbitrator(s) may consult experts and competent authorities to verify factual information set forth in the First Offer Briefs or First Offer Rebuttals. 1.2.9.4 2.3.8.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted First Offer Rent Rent, and shall notify Landlord and Tenant thereof. 1.2.9.5 2.3.8.4 The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant. 1.2.9.6 2.3.8.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable First Offer Outside Agreement Date, and the other party timely appoints an arbitrator, the arbitrator appointed by the other party one of them shall reach a decision, notify Landlord and Tenant thereof in writingthereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 1.2.9.7 2.3.8.6 If the two arbitrators appointed by the parties fail to timely agree upon and appoint a third arbitrator, or both parties fail to timely appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the arbitrator, as matter to be decided shall be forthwith submitted to arbitration under the case may be, will be appointed by the then presiding judge provisions of the King County Superior Court upon American Arbitration Association, but subject to the application of either party (and any such arbitrator so selected shall be required to meet the requirements of instruction set forth in this Section 1.2.9.1, above)2.3.8. 1.2.9.8 Each party 2.3.8.7 The cost of arbitration shall pay the charges of the arbitrator appointed by it. All other costs of the arbitration will be paid by Landlord if the First Offer Rent determined by arbitration is the First Offer Rent specified by and Tenant in its notice given pursuant to this Section 1.2.9, and by Tenant if the First Offer Rent determined by arbitration is the First Offer Rent specified by Landlord in its notice given pursuant to this Section 1.2.9equally.

Determination of First Offer Rent. If the First Offer Commencement Date is anticipated by Landlord to occur on or after the expiration of the One Year Period, then in In the event Tenant timely and appropriately objects to the First Offer Rent as provided in Section 1.2.3, aboveRent, Landlord and Tenant shall attempt to agree upon the First Offer Rent using reasonable their best good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s 's objection to the First Offer Rent (the “"First Offer Outside Agreement Date”"), then each party shall make a separate determination of the First Offer Rent Rent, as the case may be, within thirty fifteen (3015) business days, and such determinations shall be submitted to arbitration as follows:in accordance with Sections 1.2.7.1 through 1.2.7.7, below. 1.2.9.1 1.2.7.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker or lawyer who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of the Building and Comparable Buildingscommercial high-rise properties in downtown Seattle, Washington. The determination of the arbitrators shall be limited solely to the issue area of determining whether Landlord’s 's or Tenant’s 's submitted First Offer Rent is the closest to the actual First Offer Rent as determined by the arbitrators, taking into account based upon the requirements of Section 1.2.4.2 1.2.3 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the applicable First Offer Outside Agreement Date. 1.2.9.2 1.2.7.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators. 1.2.9.3 Landlord and Tenant shall each have the right to submit to the arbitrators (with a copy to the other party), on or before the date that occurs fifteen (15) days following the appointment of the last arbitrator, an advocate statement (and any other information such party deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord’s or Tenant’s respective determination of the First Offer Rent (the “First Offer Briefs”). Within five (5) business days following the exchange of First Offer Briefs, Landlord and Tenant shall each have the right to provide the arbitrators (with a copy to the other party) with a written rebuttal to the other party’s First Offer Brief (the “First Offer Rebuttals”); provided, however, such First Offer Rebuttals shall be limited to the facts and arguments raised in the other party’s First Offer Brief and shall identify clearly which argument or fact of the other party’s First Offer Brief is intended to be rebutted. At the option of the arbitrator(s), the arbitrator(s) may consult experts and competent authorities to verify factual information set forth in the First Offer Briefs or First Offer Rebuttals. 1.2.9.4 1.2.7.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s 's or Tenant’s 's submitted First Offer Rent is the closest to the First Offer Rent determined by the arbitrators based upon the requirements of Section 1.2.3 of this Lease, and shall notify Landlord and Tenant thereof. Said closest submitted First Offer Rent shall be the rent for the First Offer Space. 1.2.9.5 1.2.7.4 The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant. 1.2.9.6 1.2.7.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable First Offer Outside Agreement Date, and the other party timely appoints an arbitrator, the arbitrator appointed by the other party shall reach a decision, notify Landlord and Tenant thereof in writing, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 1.2.9.7 If the two arbitrators appointed by the parties fail to timely agree upon and appoint a third arbitrator, or both parties fail to timely appoint an arbitrator, then the third arbitrator or the arbitrator, as the case may be, will be appointed by the then presiding judge of the King County Superior Court upon the application of either party (and any such arbitrator so selected shall be required to meet the requirements of Section 1.2.9.1, above). 1.2.9.8 Each party shall pay the charges of the arbitrator appointed by it. All other costs of the arbitration will be paid by Landlord if the First Offer Rent determined by arbitration is the First Offer Rent specified by Tenant in its notice given pursuant to this Section 1.2.9, and by Tenant if the First Offer Rent determined by arbitration is the First Offer Rent specified by Landlord in its notice given pursuant to this Section 1.2.9.fifteen