1
EXHIBIT 10.27
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE ("Amendment"), is made and entered into
this 11 day of February, 1999, between CarrAmerica Realty Corporation, a
Maryland corporation, as Landlord, and Concur Technologies, Inc. (f/k/a
Portable Software Corporation), a Delaware corporation, as Tenant.
WHEREAS, by written Lease dated October 31, 1997, as amended by First
Amendment to Lease dated April 10, 1998, and Second Amendment to Lease dated
September 22, 1998 (the "Lease"), Landlord leased to Tenant those certain
premises consisting of 43,046 rentable square feet and commonly known as
Building B, 0000-000xx Xxxxxx XX, Xxxxxxx, Xxxxxxxxxx 00000 (the "Premises").
The Premises are part of a Project known as Redmond Hilltop, located at 6222
and 0000 000xx Xxxxxx XX, Xxxxxxx, Xxxxxxxxxx 00000. The Project is legally
described on Appendix F hereto;
WHEREAS, Tenant also desires to lease from Landlord, and Landlord
desires to lease to Tenant, certain additional space in Building C of the
Project, subject to the remaining terms hereof; and
WHEREAS, the parties desire to amend the Lease to provide for the
addition of Building C space to the Premises, and otherwise as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual terms
and conditions herein, the parties agree as follows:
1. Lease of Additional Space. Landlord leases to Tenant, and Tenant
takes from Landlord, effective February 1, 1999, 38,395 rentable square feet
located in Building C of the Project (the "Additional Premises"). The
Additional Premises are outlined on Appendix A hereto. Except as specifically
provided herein as to the Additional Premises, and except as provided in the
Schedule as to the existing Building B Premises, as amended by paragraph 4
hereof, and in Appendixes C and E to the Lease, the term "Premises," as used in
the Lease, shall be deemed to include the Additional Premises.
2. Term. The Commencement Date of the addition of the Additional
Premises shall be February 1, 1999. The Term of the Lease shall be extended
from the original termination date of January 31, 2003, to May 31, 2005.
3. Premises Leased "AS IS". Landlord leases the Additional Premises to
Tenant, and Tenant accepts the Premises from Landlord, "AS IS", without any
obligation on Landlord's part to alter, remodel, improve, repair or decorate
any part of the Additional Premises. Throughout the Term, Tenant shall maintain
the Additional Premises in their condition existing on the Additional Premises
Commencement Date, loss or damage caused by the elements, ordinary wear, and
fire and other casualty excepted.
Third Amendment to Lease - 1
02/11/99
2
7. Tenant Improvements and Allowance. Tenant contemplates making certain
initial, general improvements and alterations to the Additional Premises (the
"General Work"), as well as certain modifications to the approximately 6,482
square foot shipping and receiving area located on the northeast corner of the
first floor of the Additional Premises, as identified on the attached Appendix
A (the "Shipping Area Work"). The Shipping Area Work includes painting and
installation of carpet and partition walls, so as to improve and upgrade the
Shipping Area to standard office space similar to the rest of the Premises. All
Work shall be performed in compliance with Section 5 of the Lease, including,
without limitation, Landlord's prior written approval of the plans and
specifications for the same, and shall be completed no later than June 1, 2000.
Landlord agrees to provide tenant improvement allowances for the Work as
follows: For the General Work, up to $100,000 (the "General Allowance"), and
for the Shipping Area Work, up to $9.00 per square foot (the "Shipping Area
Allowance"). The respective Allowances shall be payable by Landlord within
thirty (30) days of (a) Tenant's completion of the Work in accordance with the
approved plans and specifications; (b) Tenant's submission to Landlord of
contractors' invoices with respect to the cost of the Work; and (c) Tenant's
delivery of lien releases or waivers reasonably satisfactory to Landlord.
8. Real Estate Broker. As to the Additional Premises, Tenant represents to
Landlord that Tenant has not dealt with any real estate broker with respect to
this Lease except for Puget Sound Properties (whose commissions in the amount
of $20,000 shall be paid by Landlord), and no other broker is in any way
entitled to any broker's fee or other payment arising from Tenant's actions in
connection with this Lease. Tenant shall indemnify and defend Landlord against
any claims by any other broker or third party for any payment of any kind owing
as a result of Tenant's actions in connection with this Lease Amendment.
9. No Other Modifications. Except as expressly set forth herein, the
parties' Lease, as previously amended, shall remain unmodified and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Lease effective the date first above written.
Landlord: CarrAmerica Realty Corporation, Tenant: Concur Technologies, Inc.
a Maryland corporation a Delaware corporation
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXX XXXXXX
---------------------------- ----------------------------
Printed: Xxxxxx X. Xxxxxxx Printed: Xxxx Xxxxxx
----------------------- -----------------------
Chief Operating Officer
Its: Its: Director of Finance
---------------------------- ---------------------------
Date: 2/22/99 Dated: 2/11/99
-------------------------- -------------------------
Third Amendment to Lease - 3
02/11/99
3
ADDENDUM 1
RIGHT OF FIRST OFFER
Subject to Subsection B below, and subject to any expansion or renewal
options of any current tenant in the Building (a "Prior Tenant"), or the right
of Landlord to extend the Lease of any current tenant in the Building, Landlord
hereby grants to Tenant for the term of the Lease a right of first offer to
lease any available space in the Building (collectively, the "ROFO Space"), to
be exercised in accordance with Subsection A below.
A. If and when any ROFO Space becomes available for lease to anyone other
than a Prior Tenant, Landlord shall so notify Tenant in writing ("Landlord's
ROFO Notice") identifying the available ROFO Space (the "Subject ROFO Space").
Landlord's ROFO Notice may be given in advance of such availability and shall
contain the terms upon which Landlord intends to offer the Subject ROFO Space
for lease to the market. Tenant shall notify Landlord within ten (10) days of
receipt of Landlord's ROFO Notice whether it desires to lease the Subject ROFO
Space on the terms set forth in Landlord's ROFO Notice. If Tenant does not
notify Landlord within said 10-day period that it will lease the Subject ROFO
Space, Tenant shall be deemed to have refused the Subject ROFO Space. After any
refusal, Tenant shall have no further right of first offer for such Subject ROFO
Space and Landlord shall be free to lease such space to any party for any term
and upon any terms it desires. Provided, however, that Landlord will not lease
the ROFO space to any other tenant on economic terms which are materially more
favorable to such other tenant without again making the space available to
Tenant. As used herein, "materially more favorable" shall mean essential
economic terms which are more favorable to other tenant by at least 5%. If
Tenant exercises its right of first offer with respect to the Subject ROFO
Space, such space shall be added to the Premises for all purposes of this lease
for the remaining Term of the Lease on (a) the terms specified in Landlord's
ROFO Notice, and (b) the terms of this Lease to the extent that they do not
conflict with the terms specified in Landlord's ROFO Notice, except that the
terms of Landlord's ROFO Notice shall not apply during any Renewal Term, and
instead, the terms of the Lease applying to the remainder of the Premises during
the Renewal Term shall also apply to the Subject ROFO Space.
B. Tenant's right of first offer is subject to the conditions that: (i) on
the date that Tenant delivers its notice exercising its right of first offer,
Tenant is not in default under this Lease after the expiration of any
applicable notice and cure periods, and (ii) Tenant shall not have assigned the
Lease, or sublet any portion of the Premises under a sublease which is in
effect at any time during the period commencing with Tenant's delivery of its
notice and ending on the date the ROFO Space is added to the Premises other
than a sublease of that portion of the Premises of approximately 15,000 s.f.
located on the 2nd floor.
C. Promptly after Tenant's exercise of its right of first offer, Landlord
shall deliver to Tenant an amendment to the Lease to reflect changes in the
Premises, Base Rent, Tenant's Proportionate Share and any other appropriate
terms changed by the addition of the ROFO Space. Within 15 days thereafter,
Tenant shall execute and return the amendment and Landlord shall promptly
execute the amendment and return it to Tenant. Tenant's failure to execute and
return the
Third Amendment to Lease - 4
02/11/99
4
amendment to Landlord shall entitle Landlord to terminate this ROFO upon
written notice to Tenant, at Landlord's election.
Third Amendment to Lease - 5
02/11/99
5
[FLOOR PLAN]
APPENDIX A
PLAN OF THE ADDITIONAL PREMISES
PAGE 1 OF 2
6
APPENDIX F
LEGAL DESCRIPTION OF REAL PROPERTY
Xxx 0, Xxxx xx Xxxxxxx Xxxxx Xxxx Number SPL 91-0009, recorded under Recording
Number 0000000000; said abort plat being a portion of the southwest quarter of
Section 7, Township 25 North, Range 6 East, X.X., in Xxxx County, Washington.
Third Amendment to Lease - 7
02/11/99
7
DISTRICT OF COLUMBIA )
) ss.
)
I CERTIFY that I know or have satisfactory evidence that Xxxxxx X. Xxxxxxx
is the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument,
and acknowledged it as the Chief Operating Officer of Xxxx Redmond Corporation,
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED: February 22, 1999
/s/ XXXXX XXXX XXXX
----------------------------------------
Xxxxx Xxxx Xxxx
----------------------------------------
(Print Name)
NOTARY PUBLIC in and for the District
of Columbia, residing at Washington, DC
My appointment expires _________________
My Commission Expires April 30, 2003
Third Amendment to Lease - 8
02/11/99
8
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I CERTIFY that I know or have satisfactory evidence that Xxxx Xxxxxx is the
person who appeared before me, and acknowledged that he signed this instrument,
on oath stated that he was authorized to execute the instrument, and
acknowledged it as the Director of Finance of Concur Technologies, Inc. to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED: February 22, 1999
/s/ XXXX XXXXXXX
----------------------------------------
Xxxx Xxxxxxx
----------------------------------------
(Print Name)
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle
My appointment expires 10-14-2000
Third Amendment to Lease - 9
02/11/99
