EXHIBIT 10.14
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Lease Modification #1
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This Agreement made the 26th day of March, 1999, is by and
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between SIXTH & VIRGINIA PROPERTIES, a Washington General
Partnership, hereinafter called "Owner," and Pointshare
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Corporation formerly known as HealthKnowledge Corporation, a
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Delaware Corporation, hereinafter called "Tenant."
Owner and Tenant have executed a Lease dated the 1st day of
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September, 1997 and Assignment of Lease and Acceptance dated
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the 27th of July, 1998. Said Lease and Assignment of Lease
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and Acceptance from I-Broadcast to HealthKnowledge
Corporation is for approximately 252 square feet on the 20th
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floor, Suite 2010 and approximately 1,577 square feet on the
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20th floor, Suite 2002 of The Westin Building, hereinafter
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referred to as "Building," situated in the City of Seattle,
County of King, State of Washington, located at 0000 Xxxxx
Xxxxxx and located on the following real property:
Lots 11 and 12 (less portion for street), Block 15 of
Addition to town of Seattle, as laid off by Heirs of
Xxxxx X. Xxxx, deceased, (commonly known as Heirs of
Xxxxx X. Xxxx'x Addition to the City of Seattle) as per
plat recorded in Volume 1 of plats, page 103, records of
King County, Washington.
Now, therefore, for valuable consideration Owner and Tenant
as parties hereto agree that the Lease will be modified,
effective the 1st day of March, 1999, as Follows:
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Article 1 (a) shall be modified to read in its entirety as
follows:
a. Floors of The Westin Building on which Premises are
located: Combining Adjacent Suite 2002 with Suite 2010
Article l (b) shall be modified to read in its entirety as
follows:
b. Agreed floor area of Premises: Effective March 1,
1999, the agreed floor area of Premises shall be a
total of One Thousand Eight Hundred Twenty Nine
(1,829) rsf consisting of Suite 2002; One Thousand
Five Hundred Seventy Seven (l,577} square feet and
suite 2010, of approximately Two Hundred Fifty Two
(252) square feet as shown on exhibit "A" attached
hereto which includes an allowance for core and/or
common areas used by Tenant.
Article l (c) shall be modified to read in its entirety as
follows:
c. The term of this lease (hereinafter Lease Term ) shall
be extended through February 29, 2004.
Article 1 (d) shall be modified to read in its entirety as
follows:
d. Monthly Base Rent;
Monthly base rent shall be increased from the current
combined Base Rent of Three Thousand Eight Hundred
Sixty Three and 00/100 ($3,863.00) Dollars as follows:
March 1, 1999 - September 30, 1999 $4,573.00
October 1, 1999 - February 28, 2002 $5,182.00
March 1, 1002 - February 29, 2004 $5,487.00
Article 1 (j)shall be modified to read in its entirety as
follows:
j. Parking:
During the Lease Term, Owner shall provide Tenant with
three (3) unreserved parking spaces, including an
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appro-
priate pro-rata share of "carpool" stalls, for
automobiles in The Westin Building Garage. Parking
spaces shall be provided from 7:00 a.m. to 6:00 p.m.
Monday through Friday (the Normal Parking Hours), and
as otherwise available outside of Normal Parking Hours.
Tenant acknowledges that parking spaces may not always
be available outside of Normal Parking Hours.
Tenant shall pay in advance the monthly charge
established by Owner for said parking spaces, on the
same date that monthly rent is due hereunder. If Tenant
fails to pay such charges when due, Owner may (i)
immediately cease to provide the parking spaces for
which Tenant has failed to pay, or (ii) continue to
provide the parking spaces and require that Tenant pay
the monthly parking charge, with interest at 12% per
annum, from the date due. Tenant may discontinue future
use and payment for any parking space upon written
notice to Owner. Tenant shall not be entitled to any
rebate for discontinued use of any parking space prior
to the end of the month. Upon initial occupancy of
Garage, the charge for each parking space shall be One
Hundred Seventy Dollars ($ 170.00 ) per month
(including tax). From time to time during this Lease,
the charge for parking spaces may be increased to the
then-prevailing rate for similar parking services in
the immediate area.
Owner shall maintain the right to pass on to Tenant all
applicable parking taxes. Parking taxes shall not
include real estate taxes for the Garage or any federal
income tax.
Article 1 (l) Security Deposit shall be modified to read in
its entirety as follows:
l. Security Deposit
Owner is holding Twelve Thousand Four Hundred Twenty
Eight and 00/100 Dollars ($12,428.00) as security for
the performance by Tenant of every covenant and
condition to be performed by Tenant under this Lease.
Upon payment of the said deposit, Owner shall deliver
to Tenant a written receipt therefor. The deposit may
be commingled with other funds of Owner, and Tenant
shall not be entitled to interest thereon. If Tenant
shall default with respect to any covenant or
condition of this Lease, including but not limited to
the payment of Base Monthly Rent, additional rent or
parking charges, and such default is not cured after
ten (10) days written notice as provided in Article
14, Owner may apply, but shall not be required the
whole or any part of the deposit to the payment of any
sum in default, and any other reasonable amounts which
Owner may be required to spend by reason of Tenant's
default. In the event Owner so applies all or any part
of the deposit, Tenant shall replenish the amount so
applied within ten (10) days of Owner's written
demand. Should Tenant comply with all of the covenants
and conditions of this Lease, the deposit shall be
returned to Tenant (or, at the option of Owner, to the
last assignee of Tenant's interest in this Lease) at
the expiration of the Lease Term. If the Owner assigns
its interest in this Lease, Owner shall not be
relieved of its obligations to Tenant hereunder until
the security deposit is transferred to Owner's
assignee.
Article l (p) shall be modified to read in its entirety as
follows:
p. Copper Meet-Me Room Access
Tenant shall have the privilege to use in common with
other Building tenants the 19th floor Meet-Me Room
(the "Meet-Me Room") and associated wiring systems.
Owner shall supervise the maintenance of the room by
tenant users and shall use reasonable means to ensure
this facility is available to Tenant. Tenant agrees to
abide
by all written regulations for use of the Meet-Me Room
established jointly by Owner and tenant-users and
provided to Tenant, including, but not limited to the
"Survival Manual for Communications Companies" in the
Westin Building, the present version of which has been
provided to Tenant. If Tenant violates any such
regulation and fails to cure the same immediately upon
Owner's demand (or within any reasonable cure period
established by Owner in its sole discretion) Owner may
withdraw Tenant's privilege to use the Meet-Me Room.
Tenant understands and agrees that Meet-Me Room access
is a privilege and not a right, and that Owner's right
to exclude Tenant from Meet-Me Room access as stated
herein is absolute and not subject to RCW 59.12 et.
seq.
Owner shall not be liable for damages, nor shall the
rental herein reserved be abated, for Owner's failure
to provide Meet-Me Room access, functions and services,
when such failure or delay is caused by an event of
"Force Majeur" (as defined in Article 30), or by the
making of necessary repairs to the Premises or Building
(provided that Owner has used reasonable efforts not to
interfere with or interrupt the conduct of Tenant's
business at the Premises), nor shall the temporary
failure to furnish any of such services due to such
events be construed as an eviction of Tenant or relieve
Tenant from the duty of observing and performing any of
the provisions of this Lease.
For Copper Meet-Me Room usage, as of April 15, 1998,
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Tenant has paid for the one-time usage fee of Five
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Hundred and 00/100 Dollars ($500.00).
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For each DSX panel or DS3 module placed in the room,
Tenant shall pay a one-time fee of Three hundred sixty
eight and 00/100 dollars ($368.00) per DSX and/or one
hundred eighty four and 00/100 dollars ($184.00) per
DS3 module and a recurring monthly charge of Seventy
Five and 00/100 Dollars ($75.00) per Panel installed
within the room.
Article 1(r)shall be modified to read in its entirety as
follows:
r. HVAC (Heating, Ventilating, and Air Conditioning):
Owner grants Tenant the right to install, at Tenant's
sole cost, its own HVAC equipment in Premises. This
equipment shall he considered Tenant's trade fixture.
Tenant's HVAC equipment shall be connected in a manner
approved by the Building Engineer, which approval shall
not be unreasonably withheld, conditioned or delayed.
Owner represents and warrants to Tenant that at all
times during the Lease Term, Owner shall have available
for Tenant's heating and ventilation needs at the
Premises not more than Three (3) tons of HVAC cooling
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capacity. Owner agrees to allow Tenant to an
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additional Three (3) tons of HVAC cooling capacity
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after December 31, 1999 subject to availability.
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Owner shall not be liable for damages, nor shall the
rental herein reserved be abated, for Owner's failure
to furnish or delay in furnishing HVAC cooling, when
such failure or delay is caused by an event of Force
Majeur or by the making of necessary repairs to the
Premises or Building (provided that Owner has used
reasonable efforts not to interfere with or interrupt
the conduct of Tenant's business at the Premises), nor
shall the temporary failure to furnish any of such
services due to such events be construed as eviction of
Tenant or relieve Tenant from the duty of observing and
performing any of the provisions of this Lease.
Tenant shall pay to Owner within thirty (30) days of
commencement of Lease a sum equal to Seven Hundred
Fifty & 00/100 ($750.00) per ton of committed capacity
(see above). In addition, Tenant shall pay within ten
(10) days of invoice a quarterly fee for Tenant's pro
rata, per ton share of the costs charged to all users
of the cooling tower for Owner's costs and expenses of
operating and maintaining the cooling tower, including,
but not limited to, chemical treatment, electrical
usage and water consumption
Article l(s)shall be modified to read in its entirety as
follows:
s. Essential Power:
Tenant shall have the right to the following additional
amounts of "Essential Power" (defined below):
(i) amperes of 480 volt Essential Power ("Minimum
Capacity") which shall be made available by Owner to
Tenant pursuant to the following schedule:
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MINIMUM AMT. OF
PHASE DATE ESSENTIAL POWER
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4th Quarter, 1999 10 Amps of 480V
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January 1, 2000 15 Amps of 480V
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At all times during the Term of this Lease, Owner shall
maintain the Essential Power system to ensure that the
then-current minimum level of Essential Power is
delivered by Owner to Tenant through The Westin
Building electrical system.
Owner shall not be liable for damages, nor shall the
rental herein reserved be abated, for Owner's failure
to furnish or delay in furnishing Essential Power, when
such failure or delay is caused by an event of Force
Majeur or by the making of necessary repairs to the
Premises or Building (provided that Owner has used
reasonable efforts not to interfere with or interrupt
the conduct of Tenant's business at the Premises), nor
shall the temporary failure to furnish any of such
services due to such events be construed as an eviction
of Tenant or relieve Tenant from the duty of observing
and performing any of the provisions of this Lease.
Tenant shall pay to Owner a connection charge of Seven
Hundred Fifty and 00/100 Dollars ($750.00) per ampere
of minimum Essential Power based on the schedule above
within 10 days of date shown: Tenant shall pay all
costs associated with wiring the Essential Power system
from the riser to Tenant's Premises, as well as its pro
rata share of any annual maintenance costs. As of this
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date, Tenant has Fifteen (15) amps of 480V of Essential
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Power.
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NEW
Liability Insurance
Tenant at its sole cost and expense shall obtain and
maintain in full force and effect during the Lease term
commercial general liability insurance insuring against
any and all claims for injury to or death of persons
and loss of or damage to property occurring in, on or
about the Premises in form and amounts satisfactory to
Owner, but in any case with a single combined liability
limit of not less than $1,000,000. All such insurance
shall be written by companies satisfactory to Owner,
shall name Sixth & Virginia Properties as additional
insured parties, and shall contain a provision
requiring thirty days' written notice to Owner and to
Owner's mortgagees
(if any) before cancellation or change in coverage,
scope or amount of insurance. Prior to taking
possession of the Premises, Tenant shall furnish Owner
with the certificate of such policy, and renewal
certificates shall be furnished to Owner prior to the
expiration of any expiring policy.
EXCEPT to the extent herein revised, amended or modified, all terms,
conditions and provisions of said Lease are hereby affirmed and
ratified in all respects.
OWNER: TENANT:
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SIXTH & VIRGINIA PROPERTIES, POINTSHARE CORPORATION
A Washington General Partnership A Delaware Corporation
By Xxxxx Properties, Inc,, a Partner
/s/ /s/
By__________________________________ By__________________________
VP Finance
Its_________________________________ Its_________________________
4/27/99
Date________________________________ Date________________________
State of Washington
County of King
I certify that I know or have satisfactory evidence that A.M, Xxxxx
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is the person who appeared before me and said person acknowledged
that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the
President of XXXXX PROPERTIES INC., a partner of SIXTH & VIRGINIA
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PROPERTIES, a Washington general partnership, to be the free and
voluntary act of such party for the uses and purposes mentioned in
the instrument.
Dated_______________________________
_______________________________________________
(Name legibly printed or stamped)
Xxxxxxxx X. Xxxxxxxx
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Notary Public in and for the State of Washington,
residing at Issaquah
My appointment expires: February 7, 2003
