Special Project Oversight Committee (SPOC) Report #1

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not be liable to the parties except in the event of gross negligence or fraud. The Trustee shall be entitled to ~ deduct a customary and reasonable charge for its services. Any proceeds not used for the repair, restoration, or replacement of the Improvements shall be distributed on the same basis as any condemnation proceeds pursuant to the provisions of Section 16.2 below. If the damage occurs within ten years of the Expiration Date of this Lease, then Lessor shall have the option of Terminating this Lease and retaining all the Proceeds. 8.2 Lessee, at its expense, shall maintain at all times during the Term of this Lease public liability insurance in respect of the Premises and the conduct or operation of its business, with Lessor as additional insured, with $1,000,000 minimum combined single-limit coverage, or its equivalent. All casualty insurance policies shall include contractual liability, severability of interest, and cross-liability endorsements. When Lessee conducts demolition or excavation work, the exclusions now customarily referred to as the X• C• and ~T exclusions shall be deleted from Lessee's liability insurance. Lessee shall deliver to Lessor and any additional named insured such fully paid-for policies or certificates of insurance, in a form satisfactory to Lessor, issued by the insurance company or its authorized agent, at least 10 days before the Commencement Date. Lessee shall procure and pay for renewals of such insurance from time to time before the expiration, and Lessee shall deliver to Lessor and any additional named insured such renewal policy or ceRificate at least 30 days before the expiration of any existing policy. All insurance policies shall contain provisions whereby (1) losses shall be payable despite the negligence of any person having an insurable interest in the Improvements; (2) the Proceeds will be paid in accordance with the terms of this Lease; and (3) the policies cannot be canceled or modified unless Lessor and any additional named insured are given at least 20 days' prior written notice of such cancellation or modification. 8.3 All insurance policies shall be written as primary policies and shall not be contributing with or be in excess of the coverage that either Lessor or Lessee may carry. All such insurance policies shall be issued in the name of Lessee, with Lessor being included in the insurance policy definition of who is an additional insured, and shall be primary to any insurance available to Lessor. 8.4 All policies of insurance shall be issued by good, responsible companies, reasonably acceptable to Lessor and that aze qualified to do business in the State of Oregon. Executed copies of such ~,i policies of insurance shall be delivered to Lessor within 30 days after the Building is completed and thereafter within 30 days before the expiration of the term of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Lessee in like manner and to like extent. All policies of insurance must contain a provision that the company writing the policy will give Lessor 30 days' written notice in advance of any cancellation, substantial change of coverage, or the effective date of any reduction in amount of insurance. 8.5 The obligations of Lessee to carry the insurance provided for may be brought within the coverage of a so-called blanket policy or policies of insurance; provided, however: ( a) That the coverage afforded will not be reduced or diminished by reason of the use of such blanket policy of insurance; ( b) That the requirements set forth are otherwise satisfied; and Z. '~ ( c) That, as to all insurance, Lessor shall be named as additional insured. 8.6 Lessor may from time to time, but not more frequently than once every three years, require that the amount of public liability insurance to be maintained by Lessee under Section 7.2 be increased so that the amount adequately protects Lessor's interest based on amounts of coverage required of comparable tenants in comparable buildings. Section 9. Lessor's Right to Perform Lessee's Covenants 9.1 If Lessee at any time fails to pay any Tax in accordance with the provisions of this Lease or fails to make any other payment or perform any other act on its part to be made or performed, then Lessor, after 10 days' notice to Lessee (or without notice in case of an emergency) and without waiving or Ground Lease Courthouse Square Page - 6 0919970302