Exhibit 10.14
FIRST AMENDMENT TO
LEASE AGREEMENT
LANDLORD: XXXXX XXXXXX VALLEY 1, L.C.
TENANT: TENFOLD CORPORATION
DATE: NOVEMBER 30, 2000
FIRST AMENDMENT TO
LEASE AGREEMENT
JORDAN VALLEY TECHNOLOGY CENTER
OFFICE BUILDING TWO
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of this 30th day of November, 2000, by and between XXXXX XXXXXX
VALLEY 1, L.C., a Utah Limited Liability Company, (the "Landlord"), and TENFOLD
CORPORATION, a Delaware Corporation (the "Tenant"), (collectively the
"Parties").
RECITALS:
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A. Landlord and Tenant previously entered into a certain Lease Agreement -
Tenfold Office Building Phase I, dated April 28, 2000 (the "Lease"). Capitalized
terms which are used but not defined in this Amendment shall have the same
meaning as is set forth in the Lease.
B. Tenant desires to modify the Lease and reduce its obligations under the
Lease.
C. Landlord is willing to modify the Lease strictly upon the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Exhibits "A-1", "B-1", and "E-1" are hereby substituted for Exhibits
"A", "B", and "E" respectively. From and after the date of this
Amendment.
1. All references in the Lease to Exhibit "A", "B", or "E" shall be
deemed to be references to Exhibits "A-1", "B-1" or "E-1" in this
Amendment respectively. Exhibit "G" and Exhibit "G-1" to the
initial Lease are deleted.
2. All references in the Lease to Buildings shall be deemed to refer
only to Building Two and not to Building One.
2. Exhibit "C-1" which is attached to this Amendment modifies and amends
Exhibit "C" which was attached to the Agreement.
3. Tenant's obligation under the Lease to lease space in Building One is
hereby terminated. In consideration of the agreement by Landlord to
terminate Tenant's obligation to lease space in Building One,
$457,620.00 of the amounts held in the Tenant Escrow described in
Section III(E)(1) of Exhibit "C" to the Lease shall immediately be paid
to Landlord. Tenant shall immediately execute written
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immediately be paid to Landlord. Tenant shall immediately execute
written notice instructing the escrow holder to release such portion
of the escrowed amount to Landlord.
4. The actual size of the Leased Premises has finally been determined to
be 103,569 rentable square feet. In addition, the actual size of
Building One has been determined to be 101,781 rentable square feet.
5. As a result of the matters previously set forth in the Recitals and in
Section 1-3 of this Amendment, Section 1.1 of the Lease is modified in
its entirety to read as follows:
1.1 Description of Premises. Landlord does hereby demise, lease
and let unto Tenant, and Tenant does hereby take and receive from
Landlord the following:
(a) That certain floor area containing approximately 103,569
rentable square feet (the "Leased Premises") in Office Building Two
(the "Building") located at approximately 00000 Xxxxx 000 Xxxx xx
Xxxxx Xxxxxx, Xxxx containing 103,569 rentable square feet (the
"Building Area"), on the real property (the "Property") described on
Exhibit "A-1" attached hereto and by this reference incorporated
herein. The space occupied by Tenant consists of that certain area
crosshatched on Exhibit "B-1" which is attached hereto and by this
reference incorporated herein.
(i) [Intentionally deleted]
(ii) "Tenant's Proportionate Share" shall mean the
percentage derived from the fraction, the numerator of which is the
gross rentable square footage of the Leased Premises (103,569), the
denominator of which is the gross rentable square footage of Building
Two (103,569). In this Lease, Tenant's Proportionate Share initially
is 100%, subject to increase or decrease due to increases or decreases
in the gross rentable square footage of the Leased Premises or in
Building Two.
(b) The non-exclusive right to Tenant's use of the Common Areas
(as defined in Section 20.1 below).
(c) Such non-exclusive rights-of-way, easements and similar
rights with respect to the Building and Property as may be reasonably
necessary for access to and egress from, the Leased Premises.
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(d) The non-exclusive right to use those areas designed and
suitable vehicular parking, including the non-exclusive right to the
use of four hundred twenty-one (421) of the parking stalls located on
the Property. Landlord shall be obligated to provide at least four (4)
parking spaces per 1,000 rentable square feet.
(e) The non-exclusive right to use of the roof for installation
of Tenant's equipment including satellite equipment. Landlord shall
have the right to review and reasonably approve the location of
Tenant's equipment.
6. The phrase "but in no event later than eighteen (18) months after the
date of this Lease" which appears in the seventh (7th) and eighth (8)
lines of Section 1.3 of the Lease is herby modified to read: "but in
no event later than eighteen (18) months after the date of this
Amendment". In addition, the second complete sentence of Section 1.3
of the Lease is hereby deleted.
7. The following is added at the end of Section 1.5 of the Lease:
Tenant's share of the economic incentives shall be calculated as
follows:
(a) Multiply the economic incentives received by fifty percent
(50%);
(b) Multiply the result in (a) Tenant's Proportionate Share of
Building Two.
8. Section 2.3 of the Lease is hereby modified in its entirely to read as
follows:
2.3 Construction of Leased Premises. Landlord shall construct or
cause to be constructed the improvements to the Leased Premises (see
Exhibit "C - Work Letter" as modified by Exhibit "C-1"). Landlord shall
itemize each part of the construction work and its associated cost.
Landlord shall pay for the costs with the amounts held in the Tenant
Escrow and, subject to the provisions of Exhibit "C" (as modified)
including specifically but without limitation Paragraph III(E)(i) of
Exhibit "C" (as modified), Tenant shall be responsible for the costs
that exceed the amounts held in the Tenant Escrow. Any special
decorator items, equipment, furniture or furnishings not designed on
Exhibit "C" or "E-1", shall be the sole cost of Tenant. The
Construction of Leased Premises as designated in this section 2.3, in
Exhibit "C", and Exhibit "E-1", shall be in accordance with the
minimum Building standard finishes described in Exhibit "F".
Notwithstanding any other provision of the Lease, Landlord shall not
pay or be obligated to pay any portion of the costs of finishing the
improvements to the Leased Premises.
9. Section 2.5 of the Lease is hereby deleted in its entirety.
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10. Section 3.1 of the Lease is hereby modified in its entirety to read as
follows:
3.1 Basic Annual Rent. Tenant agrees to pay to Landlord as basic
-----------------
annual rent (the "Basic Annual Rent") at such place as Landlord may
designate, without prior demand therefore and without any deduction
or set off whatsoever, the sum of One Million Nine Hundred Fifty-
Seven Thousand Four Hundred Fifty-Four and 10/100 Dollars
($1,957,454.10) per year. Said Basic Annual Rent shall be due and
payable in twelve (12) equal monthly installments to be paid in
advance on or before the first day of each calendar month during the
term of the Lease. The Basic Annual Rent shall escalate at the
beginning of the second (2nd) lease year and the beginning of each
lease year thereafter using a three percent (3%) annually compounded
rate. In the event the Commencement Date occurs on a day other than
the first day of a calendar month, then Basic Annual Rent shall be
paid on the Commencement Date for the initial fractional calendar
month, prorated on a per-diem basis (based upon a thirty (30) day
month).
11. Section 4.1(c) is hereby modified in its entirety to read as follows:
(c) "Estimated Costs" shall mean the projected amount of
Tenant's Direct Costs and Tenant's Proportionate Share of Basic Costs,
excluding the costs of electricity and ventilation/air conditioning
provided to the Buildings, if separately metered. The Estimated Costs
for the calendar year in which the Lease commences are $491,952.75
excluding the costs of electricity and ventilation/air conditioning
to the Buildings, and are not included in the Basic Annual Rent. The
Estimated Costs are based on 103,569 rentable square feet and a $4.75
per rentable square foot cost. If the Estimated Costs as of the date
Tenant takes occupancy area greater than Estimated Costs at the time
this Lease is executed, the Estimated Costs shall be increased to
equal the Estimated Costs as of the date of Tenant's occupancy.
12. In the event of any inconsistency between the terms of this Amendment
and the new substituted Exhibits or modified Exhibits attached to this
Amendment and the Lease and its original Exhibits, the provisions of
this Amendment and the new or amended Exhibits shall control. Except
as modified by or inconsistent with this Amendment and the new
Exhibits attached to this Amendment, the provisions of the Lease and
the Exhibits attached to the Lease shall continue in full force and
effect.
(signatures appear on following page)
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IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment on
the date first set forth above.
LANDLORD: XXXXX XXXXXX VALLEY 1, L.C., by its
Managing Partner, The Xxxxx Company, L.C.
By: /s/ H. Xxxxx Xxxxx
-----------------------------
H. Xxxxx Xxxxx
Its: Chairman and Manger
TENANT: TENFOLD CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its: President and Chief Executive Officer
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NOTARY
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On this 30th day of November, 2000, personally appeared before me H. XXXXX
XXXXX, who duly acknowledged to me that he executed the foregoing Lease
Amendment as the CHAIRMAN AND MANAGER of THE XXXXX COMPANY, L.C., A UTAH LIMITED
LIABILITY COMPANY the manager partner of XXXXX XXXXXX VALLEY 1, L.C.
My commission Expires: /s/ Xxxxxxx X. Xxxxx
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Notary Public
8/1/04 Residing at SALT LAKE COUNTY
----------------------
---------------------------------
NOTARY PUBLIC
[GRAPH] XXXXXXX X. XXXXX
127 South 000 Xxxx #000
Xxxx Xxxx Xxxx, Xxxx 00000
My Commission Expires
Aug. 1, 0000
Xxxxx xx Xxxx
---------------------------------
XXXXX XX XXXX )
) ss
COUNTY OF SALT LAKE )
On this 6th day December, 2000, personally appeared before me XXXX X.
XXXXXXX, who being duly sworn, did being sworn, did say that he is the PRESIDENT
AND CHIEF EXECUTIVE OFFICER of Tenfold Corporation, a Delaware Corporation, and
that said instrument was signed in behalf of said corporation by authority of
its by-laws or a resolution of its Board of Directors, and said XXXX X. XXXXXXX
acknowledged to me that said corporation executed the same.
My Commission Expires: /s/ Xxxxxx Oh
-------------------------------------
Notary Public
March 23, 2003 Residing at SALT LAKE COUNTY
----------------------
---------------------------------
NOTARY PUBLIC
[GRAPH] XXXXXX OH
000 XXXX XXXXXXXX XX XXX 000
XXXX XXXX XXXX, XXXX 00000
MY COMMISSION EXPIRES
MARCH 23RD, 2003
STATE OF UTAH
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EXHIBIT "A-1"
DESCRIPTION OF REAL PROPERTY
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Xxx Xx. 0
Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx
Xxxxx 0 Final Plat
Recorded September 7, 2000, Book 2000P, page 238 records of Salt Lake County,
Utah
Said Tract of land contains 14.925 acres more or less and is specifically
defined as follows:
Beginning at a point which lies South 89(degrees)32'26" East 183.61 feet and
South 00(degrees)27'34" West perpendicular to the north line of the southwest
quarter of section 12, T3S., R1W., S.L.B. & M., 75.67 feet, from the West
quarter corner of said section 12, (a found brass cap), said point also lies on
the westerly boundary of the Pheasant Hollow Business Park; thence along said
boundary line the following (7) seven courses:
1.) South 10(degrees)46'37" East 407.04 feet to a found rebar,
2.) South 60(degrees)49'07" East 407.94 feet to a found rebar,
3.) South 28(degrees)11'4" East 192.46,
4.) South 27(degrees)32'55" East 114.91 feet,
5.) South 86(degrees)31'49" East 29.65 feet,
6.) South 83(degrees)32'07" East 128.83 feet,
7.) South 29(degrees)42'38" East 375.76 feet to a point which lies on the
Northerly right of way line of the proposed 00000 Xxxxx xxxxxx; thence along
said boundary line the following (6) six courses: 1.) North 89(degrees)46'10"
West 406.21 feet to the beginning of a 2.) curve to the right having a central
of 35(degrees)13'30", radius of 667.00 feet, (chord bears North
72(degrees)09'25" West 403.64 feet), thence along the Arc of said curve 410.07
feet: 3.) thence North 54(degrees)32'40" West 259.04 feet to the beginning of a
4.) curve to the right, having a central angle of 15(degrees)39'15", radius of
967.00 feet, (chord bears North 46(degrees)43'02" West 263.38 feet), thence
along the Arc of said curve 264.20 feet; 5.) thence North 38(degrees)53'25" West
119.58 feet to the beginning of a 6.) Curve to the left, having a central angle
of 7(degrees)56'11", radius of 508.00 feet, (chord bears North 42(degrees)51'30"
West 70.31 feet), thence along the Arc of said curve 70.37 feet to a point which
lies on the Phase Boundary line of the Jordan Valley Technology Center; thence
along said phase line North 32(degrees)53'27" East 729.04 feet to the Point of
Beginning.
A-1
EXHIBIT "B-1"
FLOORPLAN OF LEASED PREMISES
----------------------------
[Description of drawing - an architectural drawing depicting the floor plan of
building 2 level 1, showing the location of office space, walls, elevator
shafts and stairways]
BUILDING 2 LEVEL 1 EXITING PLAN
-------------------------------
B-1--Page 1 of 5
FLOORPLAN
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[Description of drawing - an architectural drawing depicting the floor plan of
building 2 level 2, showing the location of office space, walls, elevator
shafts and stairways]
BUILDING 2 - LEVEL 2 EXITING PLAN
---------------------------------
B-1--Page 2 of 5
FLOORPLAN
---------
[Description of drawing - an architectural drawing depicting the floor plan of
building 2 level 3, showing the location of office space, walls, elevator
shafts, and stairways]
BULDING 2 - LEVEL 3 EXITING PLAN
--------------------------------
B-1--Page 3 of 5
FLOORPLAN
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[Description of drawing - an architectural drawing depicting the floor plan of
building 2 level 4, showing the location of office space, walls, elevator
shafts, and stairways]
BUILDING 2 - LEVEL 4 EXITING PLAN
---------------------------------
B-1--Page 4 of 5
FLOORPLAN
---------
[Description of drawing - an architectural drawing depicting the floor plan of
building 2 level 5, showing the location of office space, walls, elevator
shafts, and stairways]
BUILDING 2 - LEVEL 5 EXITING PLAN
B-1--Page 5 of 15
EXHIBIT "C-1"
AMENDMENT TO WORKLETTER
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CONSTRUCTION AND/OR FINISHING OF
IMPROVEMENTS TO LEASED PREMISES
1. Section III(E) of Exhibit "C" is hereby modified in its entirety to read as
follows:
E. PAYMENT. Landlord shall furnish, construct, and complete all of the
matters entering into Landlord's Construction Obligation at its own cost and
expense. Landlord, as Tenant's agent, shall furnish, construct and complete all
of the matters constituting Tenant's Leasehold Improvement Request at the sole
cost and expense of Tenant, to be paid from the funds held by the Escrow Agent
pursuant to Section 1 of this Section III(E), or by Tenant. All fees of Tenant's
architect or engineer shall be paid by Tenant.
1. Subject to the last sentence of this Section 1, all expenses
arising by reason of Tenant's Leasehold Improvement Request shall be borne
exclusively by the Tenant. Tenant has deposited into an escrow account with
Legacy Land Title Company (the "Escrow Agent") the sum of Two Million Five
Hundred Twenty Nine Thousand Dollars ($2,529,000.00) for a portion of the
cost of Tenant's Leasehold Improvement Request. Pursuant to Section 4 of
the First Amendment to Lease Agreement to which this Exhibit "C-1" is
attached, $457,610.00 of the amount held by the Escrow Agent shall be
released and paid to Landlord as consideration for the execution of the
First Amendment to Lease Agreement. The balance of the funds held by the
Escrow Agent, $2,071,380.00 plus accrued interest, shall be held by Escrow
Agent to satisfy Tenant's obligation to pay for Tenant Improvements.
2. Subject to the last sentence of this Section 2, Tenant shall pay or
cause the Escrow Agent to pay to Landlord from the escrow account and all
costs related to Tenant Improvements monthly as costs for Tenant
Improvements are incurred. Landlord shall provide Tenant with an
anticipated schedule of monthly draw amounts. To the extent that at any
time the cost of Tenant's Leasehold Improvement Request, as modified
pursuant to the next sentence, is less than the sum of the Tenant Allowance
plus amounts disbursed from escrow to pay the cost of Tenant's Leasehold
Improvement Request, the balance shall immediately be returned to Tenant.
Tenant may reduce the cost or scope of Tenant's Leasehold Improvement
Request with the consent of Landlord, which consent shall not be withheld
if the Tenant's Improvements comply with applicable law and reasonable
engineering and design practices for a Class "A" office building, but any
reduction shall not affect Tenant's obligation to open for business in the
Leased Premises or to pay Basic Annual Rent, Additional Rent or other rents
and charges under the Lease Agreement as modified by the First Amendment to
Lease. If, however, Tenant defaults in performing any of its obligations
under the Lease prior to full disbursement of the
C-1
escrow account, Landlord shall have a security interest in any amounts remaining
in escrow to secure payment of any damages finally determined to be owing by
Tenant. Except to the extent more extensive Tenant Improvement are approved by
Tenant, Tenant shall not be responsible to pay more than Two Million Seventy-One
Thousand Three Hundred Eighty and no/100 Dollars ($2,071,380.00) for its Tenant
Leasehold Improvement Request and Landlord shall not be obligated to pay any
amount for Tenant Improvements. In no event shall Tenant be obligated to pay any
amount of cost overruns for items other than Tenant Leasehold Improvement
Requests.
3. In the event of any inconsistency between Exhibit "C-1" and Exhibit "C"
the provisions of this Exhibit "C-1" shall control. Except as modified by this
Exhibit "C-1", Exhibit "C" is hereby ratified and affirmed.
C-2
EXHIBIT "E-1"
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COST TO CONSTRUCT LEASED PREMISES
---------------------------------
TENANT: TENFOLD CORPORATION
SQUARE FOOTAGE: 103,569
ITEM COST ESTIMATE
---- -------------
1.0 General Conditions--Clean Up -------------
6.1 Rough Carpentry -------------
6.2 Millwork -------------
7.1 Insulation -------------
7.2 Caulking & Sealants -------------
8.1 Hollowmetal Doors & Frames -------------
Lobby Door Access Controls -------------
8.2 Glazing -------------
9.0 Drywall/Painting/Wall Coverings -------------
9.1 Acoustical -------------
9.2 Flooring -------------
10.0 Specialties -------------
15.0 HVAC -------------
Plumbing -------------
15.1 Fire Protection -------------
16.0 Electrical -------------
17.0 Controls -------------
17.2 Tax -------------
17.3 Fee -------------
TOTAL COST ESTIMATE $ 2,071,380
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SOURCES OF FUNDS:
TENANT ESCROW ACCOUNT $ 2,071,380
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E-1
