FIRST AMENDMENT TO LEASE
I. PARTIES AND DATE.
This First Amendment to Lease (the "Amendment") dated _________________,
1998, is by and between THE IRVINE COMPANY ("Landlord"), and CELERITY SOLUTIONS,
INC., a California corporation, dba Somerset Software ("Tenant").
II. RECITALS.
On September 11, 1998, Landlord and Tenant entered into a lease ("Lease")
for space in a building located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx ("Suite 250").
Landlord and Tenant each desire to modify the Lease to change the location
of the "Premises" under the Lease from Suite 250 to space comprising
approximately 6,209 rentable square feet within a building located at 00
Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx, to adjust the Basic Rent, and make
such other modifications as are set forth in "III. MODIFICATIONS" next below.
III. MODIFICATIONS.
A. Premises. Effective as of December 1, 1999, all references to the
"Premises" under the Lease shall be deemed to refer to the premises described in
Section III(C)(1) below ("Suite 187" herein).
B. Building. Effective as of December 1, 1999, all references to the
"Building" under the Lease shall be deemed to refer to the building located at
00 Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx.
C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as
follows:
1. Effective as of December 1, 1999, Item 1 shall be deleted in its
entirety and substituted therefor shall be the following:
"1. Premises: Suite No. 187 (the Premises are more particularly
described in Section 2.1)
Address of Building: 00 Xxxxxxxxx, Xxxxxx, XX 00000"
2. Effective as of December 1, 1999, Item 2 shall be deleted in its
entirety and substituted therefor shall be the following:
2. Project Description (if applicable): Tripointe"
3. Item 4 is hereby amended by adding the following:
"Commencement Date for Suite 187: December 1, 1999."
4. Item 5 is hereby deleted in its entirety and substituted therefor
shall be the following:
"5. Lease Term: The Term of this Lease shall expire at midnight
5. Effective as of December 1, 1999, Item 6 shall be deleted in its
entirety and substituted therefor shall be the following:
"6. Basic Rent: Eighteen Thousand Six Hundred Twenty-Seven
Dollars ($18,627.00) per month, based on $3.00 per rentable
square foot.
Basic Rent is subject to adjustment as follows:
Commencing April 1, 2000, the Basic Rent shall be Nine Thousand
Three Hundred Fourteen Dollars ($9,314.00) per month, based on
$1.50 per rentable square foot.
Commencing December 1, 2000, the Basic Rent shall be Nine
Thousand Six Hundred Twenty-Four Dollars ($9,624.00) per month,
based on $1.55 per rentable square foot.
Commencing December 1, 2001, the Basic Rent shall be Nine
Thousand Nine Hundred Thirty-Four Dollars ($9,934.00) per month,
based on $1.60 per rentable square foot.
Commencing December 1, 2002, the Basic Rent shall be Ten Thousand
Two Hundred Forty-Five Dollars ($10,245.00) per month, based on
$1.65 per rentable square foot.
6. Effective as of December 1, 1999, Item 8 shall be deleted in its
entirety and substituted therefor shall be the following:
"8. Floor Area of Premises: Approximately 6,209 rentable square
feet."
7. Effective as of December 1, 1999, Item 14 shall be deleted in its
entirety and substituted therefor shall be the following:
"14. Vehicle Parking Spaces: Twenty-Four (24)"
D. Sections Deleted. The following Sections of the Lease are hereby deleted
in their entirety and ---------------- shall have no further force or effect:
Sections 2.4, 2.5, 3.3 and 5.2(b) of the Lease.
E. Termination of Suite 250. Landlord and Tenant agree that the rights and
obligations of the parties under the Lease with respect to Suite 250 shall
terminate in their entirety, effective as of midnight on the day preceding the
Commencement Date for Suite 187, provided that such termination shall not
relieve Tenant of (a) any accrued obligation or liability under the Lease with
respect to Suite 250 as of said termination date, or (b) any obligation under
the Lease with respect to Suite 250 which was reasonably intended to survive the
expiration or termination thereof. Tenant understands and agrees that is shall
completely vacate Suite 250 by midnight on the day preceding the Commencement
Date for Suite 187 and shall, at Tenants sole cost and expense, (a) remove all
property therefrom in accordance with the provisions of Section 15.3 of the
Lease, (b) repaint Suite 250 utilizing building standard paint, (c) repair any
damage to Suite 250, including, but not limited to the walls and carpet, and (d)
shampoo the carpet in Suite 250.
F. Floor Plan of Premises. Effective as of December 1, 1999, Exhibit A
attached to the Lease is deleted and is substituted by the Revised Exhibit A
attached to this Amendment.
G. Project Site Plan. Effective as of December 1, 1999, Exhibit Y attached
to the Lease is deleted and is substituted by the Revised Exhibit Y attached to
this Amendment.
H. Acceptance of Premises. Tenant acknowledges that Suite 187 shall be
leased to Tenant in an "as-is" condition without further obligation on
Landlord's part as to improvements whatsoever, except that Landlord shall
shampoo the carpet in Suite 187 and repaint Suite 187 utilizing building
standard paint.
IV. GENERAL.
A. Effect of Amendments. The Lease shall remain in full force and effect
except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
between Landlord and Tenant with respect to the modifications set forth in "III.
MODIFICATIONS" above and can be changed only by a writing signed by Landlord and
Tenant.
C. Counterparts. If this Amendment is executed in counterparts, each is
hereby declared
to be an original; all, however, shall constitute but one and the same
amendment. In any action or proceeding, any photographic, photostatic, or other
copy of this Amendment may be introduced into evidence without foundation.
D. Defined Terms. All words commencing with initial capital letters in this
Amendment and defined in the Lease shall have the same meaning in this Amendment
as in the Lease, unless they are otherwise defined in this Amendment.
E. Corporate and Partnership Authority. If Tenant is a corporation or
partnership, or is comprised of either or both of them, each individual
executing this Amendment for the corporation or partnership represents that he
or she is duly authorized to execute and deliver this Amendment on behalf of the
corporation or partnership and that this Amendment is binding upon the
corporation or partnership in accordance with its terms.
F. Attorneys' Fees. The provisions of the Lease respecting payment of
attorneys' fees shall also apply to this Amendment.
V. EXECUTION.
Landlord and Tenant executed this Amendment on the date as set forth in "I.
PARTIES AND DATE." above.
LANDLORD: TENANT:
THE IRVINE COMPANY CELERITY SOLUTIONS, INC.,
a Delaware corporation
By______________________________________ By_________________________
Xxxxxx X. Xxxxxxxx, Xx., President,
Irvine Industrial Company, a division Title______________________
of The Irvine Company
By____________________________________ By_________________________
Xxxxx X. Xxxxxxxx,
Assistant Secretary Title______________________
