SECOND AMENDMENT TO OFFICE LEASE
Exhibit 10.16
SECOND AMENDMENT TO OFFICE LEASE
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of the 27 day of February,
2008 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business
in North Carolina as Duke Realty of Indiana Limited Partnership (“Landlord”), and SCIQUEST, INC., a
Delaware corporation (“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant heretofore entered into that certain Office Lease dated May 17,
2005, as amended by that certain First Amendment to Office Lease dated February 21, 2008
(collectively, the “Lease”) for the lease of approximately 21,244 square feet of space, located at
0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxx Xxxxxxxx, 00000, located within Weston Corporate Park,
said space being more particularly described therein (the “Leased Premises”); and
WHEREAS, Landlord and Tenant desire to amend the Lease to, among other things, grant Tenant
the right to install one (1) satellite dish on the roof above the Leased Premises.
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration in hand paid by each party hereto to the other, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. Incorporation of Recitals and Definitions. The above recitals are hereby
incorporated into this Amendment as if fully set forth herein. All capitalized terms used
herein but undefined shall have the meaning as defined in the Lease.
2. Incorporation of Additional Article. The Lease is hereby amended by incorporating
the following:
“Article 16.19. Rooftop Installation.
A. Roof Area. “Roof Area” shall mean the surface of the roof of the Building
located directly above the Leased Premises.
B. Dish. “Dish” shall mean either or both of the one (1) satellite dish and related
equipment.
C License of Roof Area. Provided (1) Tenant is not in Default under the Lease
beyond any
applicable cure period, (ii) Tenant complies with all zoning and other municipal and county
rules and regulations, and all applicable restrictions of record, and (iii) Landlord, in
its sole discretion, has space available on the Roof Area, Tenant shall have the right, at
its own cost and expense and subject to the terms hereof, to install, operate and maintain
the Dish on the Roof Area, so long as the Dish is used exclusively for Tenant’s use and not
sold to or utilized in any manner by a third party. Tenant shall be solely responsible for
obtaining any necessary permits and licenses required to install and operate the Dish.
Copies of such permits and licenses shall be provided to Landlord.
D. Installation of the Dish.
(i) The size, location, design and manner of installation of the Dish and all
related wiring shall be designated and approved by Landlord. After obtaining written approval of
Landlord, Tenant shall have reasonable access to the roof for installation and maintenance
of the Dish and shall have the right to install all reasonable wiring related thereto.
However, unless otherwise approved by Landlord in writing, in no event shall Tenant be
permitted to penetrate the roof membrane in connection with the installation or maintenance
of the Dish. Tenant represents and warrants that the installation and maintenance of the
Dish will not cause any damage to the structural portions of the Building. Tenant shall be
responsible for repairing any such damages to the structure.
(ii) Tenant shall use the roofing company specified by the Landlord to perform
any work affecting the roof, provided the costs charged by such roofer are competitive with
charges for similar services within the same geographic region. Tenant shall match as
nearly as possible the color of the Dish to the existing facade of the Building. All cable
runs, conduit and sleeving shall be installed in a good and workmanlike manner. Cables and
transmission lines shall be routed and attached in accordance with current, state of the
art industry practices. The Dish shall be identified with permanently marked, weather proof
tags at the following locations: (i) each antenna bracket; (ii) at the transmission line
building entry point; (iii) at the interior wall feed through or any other transmission
line exit point; and (iv) at any transmitter combiner, duplexer,
or multifed receive port. In addition, all Tenant telephone blocks, demarcs, and cables shall be
clearly identified with the Tenant’s name, type of line, and circuit number.
(iii) Tenant shall install, operate and maintain the Dish in accordance with all
federal, state and local laws and regulations. Prior to installation of the Dish, Tenant shall, on
behalf of the installer, provide Landlord with a certificate of insurance reasonably satisfactory
to Landlord.
E. Roof Work. If, during the Lease Term, as same may be extended, Landlord needs to perform
maintenance work to Landlord’s equipment on the roof of the Building or repair or replace the roof
of the Building (“Roof Work”), Tenant agrees to cooperate and work with Landlord (at Tenant’s sole
cost and expense) to achieve said Roof Work. Landlord agrees to provide at least thirty (30) days’
notice to Tenant of Landlord’s intention to perform said work; except in the case of emergency Roof
Work, in which case Landlord shall give as much notice as possible under the circumstances. Such
Roof Work may require the relocation of any portion of the Dish at Tenant’s sole cost and expense
or Tenant’s installation of temporary equipment. Moreover, if a temporary relocation of the Dish is
required to accommodate the Roof Work, Landlord agrees to exercise commercially reasonable efforts
to identify a technically feasible alternative location for the relocation portion of the Dish that
will not impede the Roof Work. Notwithstanding the foregoing, Landlord does not warrant and
represent that that an alternative location will be available and, consequently, Landlord’s
obligation to provide such alternative location is subject to the availability of such space. Under
no circumstances shall Landlord be liable to Tenant for any consequential damages as a result of
such relocation, including, but not limited to, loss of business income or opportunity.
Notwithstanding the foregoing, Tenant shall move the Dish back to its original location after the
Roof Work is completed unless the parties agree to utilize the relocated area permanently.
F. Interference. Tenant shall not use the Roof Area or the Dish in any way that interferes
with the use and enjoyment of the Property by: (i) Landlord, (ii) tenants or licensees of Landlord
leasing or licensing space in the Building primarily for the same or similar use as a majority of
the other tenants or licensees in the Building and which is consistent with the purpose for which
the Building is operated (“Building Tenants”), or (iii) tenants or licensees of Landlord who
commenced occupancy at the Building on a date which precedes the Dish Commencement Date, and who
are leasing or licensing space from Landlord and using the Property as a communications
transmitting or receiving site (“Existing Licensees”). The operation of the Dish shall not
interfere with the maintenance or operation of the Building, including but not limited to the roof,
MATV, CATV or other video systems, HVAC systems, electronically controlled elevator systems,
computers, telephone systems, or any other system serving the Building and/or its occupants. The
operation of the Dish shall not interfere with radio or telecommunication equipment installed by
telecommunication service providers at the Building prior to the Dish Commencement Date. Tenant
shall indemnify Landlord and hold Landlord harmless from all expenses, costs, damages, loss, claims
or other expenses and liabilities arising from any such interference. Tenant agrees to cease all
operations (except for testing as approved by Landlord) within twenty-four (24) hours of receipt of
notice from Landlord of such interference and to continue to cease all operations until the
interference has been corrected to the sole satisfaction of the Landlord. If such interference has
not been corrected within thirty (30) days, Landlord may require Tenant to remove the specific
items from the Dish causing such interference. All operations by Tenant shall be lawful and in
compliance with all FCC rules and regulations. Tenant shall be responsible for all costs associated
with any tests deemed necessary to resolve any and all interference which Landlord determines or
reasonably believes is being caused by the Dish or Tenant’s use thereof.
G. Emergencies. Notwithstanding the foregoing, if an emergency situation exists which
Landlord reasonably determines, in its sole discretion, to be attributable to the Dish, Landlord
shall immediately notify Tenant verbally, who shall act diligently and expediently to remedy the
emergency situation. Should Tenant fail to so remedy the emergency situation or should Landlord
reasonably determine that the response time by Tenant is not adequate given the nature of the
emergency, Landlord may then shut down the Dish and Tenant shall have no recourse against Landlord
as a result of such action.
-2-
H. Removal of the Dish upon Termination. Following any termination or expiration of
the Lease, Tenant shall remove the Dish from the Building. In performing such removal, Tenant
shall restore the Roof Area and any personal property and fixtures thereon to as good a
condition as existed prior to the installation or placement of the Dish, reasonable wear and
tear excepted. If Tenant fails to remove the Dish within thirty (30) days after expiration
or earlier termination of the Lease, Landlord may remove and dispose of the Dish and Tenant
shall reimburse Landlord for the costs of such removal and restoration of the Roof Area.
Moreover, Landlord may deem the Dish abandoned in which event the Dish shall become
Landlord’s property. This subsection (H) shall survive the expiration or earlier termination
of this Lease.
I. Utilities. Tenant shall be responsible for obtaining and paying for all utilities
to operate the Dish.
J. Tenant’s Right to Discontinue Use. Tenant reserves the right to discontinue its
use of the Dish at any time prior to the termination of the Lease or any renewal or extension thereof
for any reason whatsoever, provided that Tenant gives thirty (30) days prior written notice
thereof to Landlord.
K. Indemnification. Any language in the Lease notwithstanding, Landlord shall not be
liable and Tenant shall indemnify, defend and hold Landlord harmless from and against any and all
liability, damages (including but not limited to personal injury, death, or property
damages), costs, expenses, and attorneys’ fees actually incurred by Landlord arising from
any Dish related cause whatsoever, including those arising from the installation, use,
maintenance and removal thereof.”
3. Brokers. Landlord and Tenant each represents and warrants to the other that neither
party has engaged or had any conversations or negotiations with any broker, finder or other third
party concerning the matters set forth in this Amendment who would be entitled to any commission or
fee based on the execution of this Amendment. Landlord and Tenant each hereby indemnifies the other
against and from any claims for any brokerage commissions and all costs, expenses and liabilities
in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses,
for any breach of the foregoing. The foregoing indemnification shall survive the termination of the
Lease for any reason.
4. Examination of Amendment. Submission of this instrument for examination or
signature to Tenant does not constitute a reservation or option, and it is not effective until
execution by and delivery to both Landlord and Tenant.
5. Incorporation. This Amendment shall be incorporated into and made a part of the
Lease, and all provisions of the Lease not expressly modified or amended hereby shall remain in
full force and effect. As amended hereby, the Lease is hereby ratified and confirmed by Landlord
and Tenant. To the extent the terms hereof are inconsistent with the terms of the Lease, the terms
hereof shall control.
(SIGNATURES CONTAINED ON THE FOLLOWING PAGE)
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date first set forth above.
| LANDLORD: DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership |
||||
| By: | Duke Realty Corporation, | |||
| its General Partner | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Senior Vice President Raleigh Operations |
||||
| TENANT: SCIQUEST, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxx Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| Attest: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Financial Analyst | |||
-4-
