Exhibit 10.24
FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is entered into as of the
1/st/ day of August, 2000, by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord") (successor in interest to B.O.
III, LTD., a Texas limited partnership ["Original Landlord"]) and VIGNETTE
CORPORATION, a Delaware corporation ("Tenant").
WHEREAS, Original Landlord and Tenant executed that certain Office Lease
Agreement (the "Lease Agreement") dated August 4, 1998 covering 66,900 square
feet of Agreed Rentable Area in the building known as Barton Oaks Plaza III (the
"Building"), as more particularly described therein;
WHEREAS, the Lease Agreement has been amended pursuant to that certain
First Amendment to Lease dated as of October 31, 1998, that certain Second
Amendment to Lease dated as of December 30, 1998 and that certain Third
Amendment to Lease dated as of April 27, 1999 (the Lease Agreement, as amended,
the "Lease");
WHEREAS, Original Landlord has assigned its interest in the Building to
Landlord;
WHEREAS; Landlord is also the owner of that certain building known as
Barton Oaks Plaza V ("Building V") located at 000 X. Xxxxx Xxxxxxxxxx, Xxxxxx,
Xxxxx 00000;
WHEREAS, Tenant desires to lease 100 additional parking spaces from
Landlord on the top of the parking garage associated with Building V, and
subject to the terms and conditions set forth herein, Landlord is willing to
lease such spaces to Tenant; and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
agreements as to the terms and conditions governing Tenant's lease of the 100
additional parking spaces on the top of the parking garage associated with
Building V.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
between the parties herein contained, Landlord and Tenant hereby agree as
follows:
1. Parking Agreement. Exhibit F to the Lease, Garage Parking Agreement, is
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hereby amended by adding the following provision as Section 9 to the Agreement:
9. In addition to the parking spaces provided under Section 1 above and
subject to the remaining provisions of this Section 9, Tenant shall lease on a
month-to-month basis 100 parking spaces on the top level of the garage
associated with Building V (the "Building V Garage"). Either party shall be
entitled to terminate Tenant's lease of the foregoing described parking spaces
upon thirty (30) days prior written notice to the other party. The parking
rental for the Building V Garage parking spaces shall equal $40.00 per space per
month plus applicable sales tax. All payments of rent for parking spaces shall
be made (i) at the same time as Basic Monthly Rent is due under the Lease and
(ii) to Landlord or to such persons (for example but without limitation, the
manager of the Building V Garage) as Landlord may direct from time to time.
Sections 6, 7 and 8 of this Agreement shall be applicable to the parking spaces
located on the Building V Garage. Tenant and Tenant's employees shall not have
the right to self-park cars on the top level of the Building V Garage. All cars
parked on the top level of the Building V Garage shall be parked by a valet
service engaged by Tenant at Tenant's sole cost and expense. Landlord shall
provide Tenant with two (2) access cards to the Building V Garage for use by the
valet service. The valet service shall operate in front of the Building for
pick-up and delivery of cars; provided that in no event shall the valet service
block the
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loop road within the Property or interfere with ingress or egress to the
Building. The valet service shall comply with all parking rules and regulations
promulgated by Landlord and with all posted signs regarding the Building V
Garage. The valet service engaged by Tenant shall be subject to Landlord's prior
written approval, which shall not be unreasonably withheld provided that such
valet service maintains all insurance reasonably required by Landlord. Landlord
and the Property Manager shall be named as additional insureds on the commercial
general liability insurance policy maintained by such valet service. Further,
the valet service shall not commence operations in the Building V Garage unless
and until such service shall have provided Landlord with duly executed originals
of the evidence of insurance (on XXXXX Form 27 or a similar form) evidencing in-
force coverage, stating that Landlord and Property Manager are additional
insureds thereunder and agreeing to give Landlord at least thirty (30) days
written notice prior to termination, cancellation or modification adversely
affecting Landlord. Notwithstanding anything to the contrary set forth in the
Lease or this Exhibit, Landlord shall not be liable for and Tenant shall
indemnify and hold Landlord harmless from and against any and all claims,
demands, fines, liabilities, costs, expenses, damages and causes of action
accruing from or related to (i) the valet service, (ii) Tenant's lease of any of
the parking spaces located on the top level of the Building V Garage, or (iii)
the use by Tenant or any of Tenant's employees, officers, directors, partners,
agents or contractors of the parking spaces located on the top level of the
Building V Garage, EVEN IF THE SAME IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE
OF LANDLORD OR ANYONE ACTING FOR LANDLORD.
2. No Representations. EXCEPT AS PROVIDED IN THE LEASE, LANDLORD HAS NOT MADE
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AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE BUILDING V GARAGE, ITS CONDITION (INCLUDING WITHOUT LIMITATION
ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF
REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE).
3. No Brokers. Tenant warrants that it has had no dealings with any real
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estate broker or agent in connection with the negotiation of this Amendment, and
that it knows of no real estate brokers or agents who are or might be entitled
to a commission in connection with this Amendment or otherwise in connection
with the Lease. Tenant agrees to indemnify and hold harmless Landlord from and
against any liability or claim arising in respect to brokers or agents in
connection with this Amendment.
4. Authority. Tenant and each person signing this Amendment on behalf of
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Tenant represents to Landlord as follows: (i) Tenant is a duly incorporated and
validly existing under the laws of the State of Delaware, (ii) Tenant has and is
qualified to do business in Texas, (iii) Tenant has the full right and authority
to enter into this Amendment, and (iv) each person signing on behalf of Tenant
was and continues to be authorized to do so.
5. Defined Terms. All terms not otherwise defined herein shall have the same
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meaning as assigned to them in the Lease. Except as amended hereby, the Lease
shall remain in full force and effect in accordance with its terms and is hereby
ratified. In the event of a conflict between the Lease and this Amendment, this
Amendment shall control.
6. Entire Agreement. This Amendment, together with the Lease, contains all of
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the agreements of the parties hereto with respect to any matter covered or
mentioned in this Amendment or the Lease, and no prior agreement, understanding
or representation pertaining to any such matter shall be effective for any
purpose.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
LANDLORD:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By: Hill Partners Management Company, Inc., its
authorized agent
By: /s/ Xxxx Xxx Xxxxxx
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Name: Xxxx Xxx Xxxxxx
Title: President
TENANT:
VIGNETTE CORPORATION, Delaware corporation
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chief Information Officer
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