EXHIBIT 10.23
LEASE AMENDMENT I
The parties to this Amendment are Westlake Center Associates Limited
Partnership, a Washington limited partnership, hereinafter called "Lessor", and
PRIMUS KNOWLEDGE SOLUTIONS, INC. formerly doing business as PRIMUS
COMMUNICATIONS, formerly known as SYMBOLOGIC CORPORATION herein-after called
"Lessee."
Whereas the parties hereto have heretofore entered into a Lease executed under
the date of July 28, 1995, in and to 8,065 square feet on the Eighteenth Floor
and 16,660 square feet on the Nineteenth Floor, for a combined total of 24,725
square feet, known as Suite 1900, of the following described premises in the
City of Seattle, County of King, State of Washington, to wit:
Xxxx 0, 0, 0, 0, 0, 0, 00, 00 and 12, Block 1, ADDITION TO THE
TOWN OF SEATTLE as laid off by the Heirs of XXXXX X. XXXX,
deceased (commonly known as Heirs of XXXXX X. XXXX'X ADDITION
TO THE CITY OF SEATTLE) according to the plat recorded in Volume
1 of Plats, page 103, in King County, Washington;
EXCEPT the Southwesterly 12 feet of said Lots 1, 2 and 3 condemned
by the City of Seattle in King County Superior Court Cause No.
52280, for the widening of Fourth Avenue, as provided by Ordinance
13776 of said City; and
EXCEPT the Southeasterly 7 feet of said Lots 1 and 12 condemned by
the City of Seattle, in King County Superior Court Cause No. 57057
for the widening of Pine Street as provided by Ordinance 14500 of
said City;
TOGETHER WITH all of the vacated alley lying within said Block 1.
The Property is generally bounded by Fifth Street on the east,
Pine Street on the south, Fourth Avenue on the west, and Olive
Way on the north.
Whereas the parties desire to expand the Premises by 3,621 square feet of Net
Rentable Area on the 18th Floor of said Lease. Now, therefore, for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree to amend the Lease, effective February 1, 1999,
as follows:
1. Section 1(b), Premises, is amended to show that the square footage of
the Premises has been revised from 24,725 S.F. to 28,346 S.F.
Therefore, Section 1(b), Premises, is amended to read as follows:
"Premises: Consisting of 16,660 square feet of net rentable area on
the 19th floor and 11,686 square feet of net rentable area on the 18th
Floor for a combined total of 28,346 square feet of net rentable area
of the building, as outlined on the floor plan attached hereto as
Exhibit C-1, including tenant improvements, if any, as described in
Exhibit A-1."
2. Section 1(c), Floor Areas, is amended to show that the agreed rentable
area of the Premises has been revised from 24,725 square feet to
28,346 square feet. Therefore, Section 1(c) is amended to read as
follows:
"The agreed net rentable area of the Premises is 28,346 square feet
and of the building is 335,850 square feet."
3. Section 1(e), Commencement Date, is amended to show the term for the
Lease expansion commences February 15, 1999.
4. Section 1(f), Expiration Date, for the 24,725 square feet is not
amended. The expiration date for the 3,621 square feet of expansion
space shall be co-terminus with the 24,725 square feet. Therefore,
the expiration date for the 28,346 square feet shall be October 31,
2000.
5. Section 1(j), Exhibits, is amended to include the attached Exhibit X-
0, Xxxxxx Improvements for the Eighteenth Floor Expansion Space,
supplementing the existing Exhibit A.
6. Section 1(j), Exhibits, is amended to include the attached Exhibit C-
1, The Expansion Premises, Eighteenth Floor, supplementing the
existing Exhibit C.
7. Attachment II, Special Provision #2, Monthly Rent, is amended to
include an additional 3,621 net rentable square feet. The additional
3,621 net rentable square feet shall be included in the rental rate
structure accordingly. Therefore, the rental rate structure in
Attachment II, Special Provision #2, of the Lease Agreement, shall be
adjusted to reflect increases to the Net Rentable Area and Monthly
Rent upon substantial completion of the tenant improvements as
outlined in the attached Exhibit A-1 as follows:
Square Feet
of Basic Annual Basic
Period NRA Rental Rate Monthly Rent
------ --- ----------- ------------
02/01/99 - 02/14/99 24,725 $18.25/S.F. $18,801.30
02/15/99 - 02/28/99 24,725 $18.25/S.F. $18,801.30
3,621 $32.00/S.F. $ 4,506.13
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28,346 $23,307.43
03/01/99 10/31/00 24,725 $18.25/S.F. $37,602.60
3,621 $32.00/S.F. $ 9,656.00
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28,346 TOTAL: $47,258.60
8. Attachment I, Special Provision #23, Brokers, is deleted in its
entirety and replaced with a new Special Provision #23, Brokerage
Fees, as follows:
"Lessor shall pay Pacific Real Estate Partners a brokerage fee of 5%
of the lease expansion consideration to be paid upon occupancy of
3,621 square foot expansion space by Lessee. Lessee warrants that it
has had no dealings with any real estate broker or agent in connection
with the negotiation of this Lease Amendment I excepting only Pacific
Real Estate Partners and it knows of no other real estate broker or
agent who is entitled to a commission in connection with this Lease
Amendment I."
9. Attachment II, Special Provision #6, Parking, is hereby amended to
show that Lessee shall have the option to enter into parking contracts
for up to three (3) additional parking contracts for a total of
twenty-three (23) parking contracts. Said contracts shall be available
for the tenants use throughout the term of this Agreement at the
prevailing rate charged by the operator of the garage plus all
applicable Washington State and local taxes. Additional parking may be
taken with any future expansion in the building at a ratio of 1/1,200
square feet of Net Rentable Area at the prevailing rate charged by the
operator of the garage plus all applicable Washington State and local
taxes.
10. Attachment II, Special Provisions, Number 3, Lease Renewal Options is
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hereby amended to include the following paragraph:
"Lessee shall have the right to renew the 3,621 square feet of
expansion space on the eighteenth (18th) floor at the same terms and
conditions as stated in Special Provisions, Number 3, Lease Renewal
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Options of the Lease Agreement dated July 28, 1995."
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11. Attachment II, Special Provisions, Number 4, Expansion Option/Right of
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First Offer is hereby amended to delete the first sentence in its entirety and
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replace it with the following:
"For so long as Lessee is not in default of the Lease, Lessee shall
have the Senior Right of First Offer on any available space on the
eighteenth (18th) floor and be subject to the pre-existing rights of
Lessor's existing tenants on the twentieth (20th) floor and Lessee
shall have:"
Except as herein amended, said Lease shall remain in full force and effect in
accordance with all of its terms and provisions.
IN WITNESS HEREOF, the parties have hereinto set their hands and seals this
27th day of January, 1999.
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LESSOR: LESSEE:
WESTLAKE CENTER ASSOCIATES PRIMUS KNOWLEDGE SOLUTIONS,
LIMITED PARTNERSHIP INC.
By: Xxxxx Westlake Limited Partnership,
General Partner
By: Xxxxx-Seattle, Inc. By: /s/ Xxxxxxxxx X. Xxxxxxx
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Its: General Partner Its: VP - CFO
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By: /s/ Duke X. Xxxxxxxx
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Duke X. Xxxxxxxx
Its: Senior Vice President
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ACKNOWLEDGMENT OF LESSOR
STATE OF Maryland )
-----------
) ss.
COUNTY OF Xxxxxx )
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On this 27th day of January, 1999, before me, the undersigned, a
---- ------- --
Notary Public in and for the State of Maryland, duly commissioned
--------
and sworn, personally appeared Duke X. Xxxxxxxx, to me known to be the
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Senior Vice President, that executed the within and foregoing
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instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said partnership, for the uses and purposes therein mentioned and on
oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate above written.
Xxxxxxx X. Xxxx
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Notary Public in and for the State of Maryland
[STAMP APPEARS HERE] _________________ residing at _________
My commission expires 1/1/01
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Print Name Xxxxxxx X. Xxxx
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ACKNOWLEDGMENT OF LESSEE
(Corporate)
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 11th day of January, 1999, before me personally appeared
---- ------- --
Xxxxxxxxx X. Xxxxxxx and ______________________________ to me
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known to be the CFO and ______________________________,
---
respectively, of the corporation that executed the within and foregoing lease,
and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation, for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute said instrument and that the seal
affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
Xxxxxxxxx X. Xxxxx
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Notary Public in and for the State of
Washington residing at Bothell
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[STAMP APPEARS HERE] My commission expires 4-29-2000
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Print Name Xxxxxxxxx X. Xxxxx
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EXHIBIT A-1
TENANT IMPROVEMENTS
FOR THE 3,621 SQUARE FOOT
EIGHTEENTH FLOOR EXPANSION SPACE
Lessor shall provide the expansion area in its "As Is" condition under this
Lease Amendment except for the following Lessor provided improvements to be
commenced upon execution of said Lease Amendment:
1. Lessor, at its sole cost, shall clean the carpet throughout the
premises.
2. Lessor, at its sole cost, shall repaint all painted surfaces in the
premises with building standard paint in a color mutually acceptable to
Lessor and Lessee. Lessor shall refurbish all doors and frames as
needed throughout the premises.
3. Lessor, at its sole cost, shall replace any damaged ceiling tiles.
4. To incorporate expansion space into Lessee's existing premises, Lessor
at Lessor's sole cost and expense, shall:
a. Remove existing partition and any associated electrical and data
lines as shown on Exhibit C.
b. Patch and paint area as needed where partitioning is removed.
c. Provide carpet patch to match existing carpet as close as
possible.
Excluded from Lessor's work are all items not specifically included in
Items #1 through #4 above. Included in this exclusion are trade fixtures,
plumbing, cabinetry, furniture, movable furniture partitions, work
stations, wood base, storage shelving, installing telephones, telephone
cable, any additional structural work required as a result of the location
of files, rolling files, installation of floor track and rolling files,
computer and data cable, fine finish items such as wall coverings, floor
coverings, millwork, etc., and similar items.
EXHIBIT C-1
THE EXPANSION PREMISES
EIGHTEENTH FLOOR
3,621 SQUARE FEET
[MAP APPEARS HERE]
XXXXXXXX XXXXXX XXXXXX XXXXX
XXXXX 0000
3,621 SQ FT
