EXHIBIT 99.1
FIRST AMENDMENT TO LEASE
This Amendment to Lease (this "Amendment") is made and entered into as
of this 23rd day of August, 2004, by and between CarrAmerica Realty Operating
Partnership, L.P., a Delaware limited partnership, successor-in-interest to
CarrAmerica Realty Corporation, a Maryland corporation, as landlord
("Landlord"), and Corillian Corporation, an Oregon corporation, as tenant
("Tenant").
Recitals:
A. Under that certain Lease Agreement dated May 19, 2000, by and among
Landlord and Tenant, (the "Lease"), Tenant leases from Landlord those certain
premises located in Buildings 1, 2, and 0, Xxxx Xxxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxx 00000 (the "Premises"). More specifically, the Premises
includes the following: (a) the second and third floors of Building 1, also
known as 0000 XX Xxxx Xxxxx Xxxxx, the second and third floors of Building 1
containing a total of 44,901 Rentable Square Feet ("RSF"); (b) all of Building
2, also known as 0000 XX Xxxx Xxxxx Xxxxx, containing a total of 66,198 RSF; and
(c) all of Building 3, also known as 0000 XX Xxxx Xxxxx Xxxxx, containing a
total of 11,028 RSF. The Premises currently contains a total of 122,127 RSF.
B. Tenant and Landlord now desire to amend the Lease to, among other
things, reduce the amount of RSF contained in the Premises, extend the initial
Term of the Lease, adjust the Base Rent, and modify the Base Year, all as set
forth below. Except as so modified, the parties intend the Lease to remain in
full force and effect in accordance with its terms.
Agreement:
For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereby agree as follows:
1. MODIFIED PREMISES. Effective January 1, 2005, (the "Effective Date"),
the Premises shall be modified to exclude the third floor of Building 1 (the
"Released Premises"), reducing the area of the Premises by 22,451 RSF. As of the
Effective Date, the Premises shall include only the following: (a) the second
floor of Building 1, containing 22,450 RSF; (b) all of Building 2, containing
66,198 RSF; and (c) all of Building 3, containing 11,028 RSF. The Premises, as
modified, shall contain a total of 99,676 RSF. Tenant shall vacate the third
floor of Building 1 prior to the Effective Date.
2. EXPIRATION DATE. The initial Term of the Lease shall be extended to
expire on September 30, 2010.
1
3. BASE RENT. Base Rent shall be modified, as of the Effective Date, as
follows:
Annual Rate Monthly
Period Per RSF Base Rent
------ ------- ---------
January 1, 2005 - September 30, 2005 $22.95 $190,630.35
October 1, 2005 - September 30, 2006 $23.45 $194,783.51
October 1, 2006 - September 30, 2007 $24.00 $199,352.00
October 1, 2007 - September 30, 2008 $22.50 $186,892.50
October 1, 2008 - September 30, 2009 $23.00 $191,045.66
October 1, 2009 - September 30, 2010 $23.50 $195,198.83
4. TENANT'S PROPORTIONATE SHARE. As of the Effective Date: (a) 100% (based
upon a total of 66,198 RSF for Building 2), as to all Operating Costs relating
to Building 2, as defined in Section 2C(1) of the Lease, including, without
limitation, HVAC maintenance and repairs, elevator maintenance and repairs,
building management fee, any janitorial services and supplies, window cleaning
and property insurance; (b) 100% (based upon a total of 11,028 RFS for Building
3), as to all Operating Costs relating to Building 3, as defined in Section
2C(1) of the Lease, including, without limitation, HVAC maintenance and repairs,
building management fee, any janitorial services and supplies, window cleaning
and property insurance; (c) 34.30% (based upon a total of 65,436 RSF for
Building 1), as to all Operating Costs relating to Building 1, as defined in
Section 2C(1) of the Lease, including, without limitation, HVAC maintenance and
repairs, elevator maintenance and repairs, building management fee, any
janitorial services and supplies, window cleaning and property insurance; (d)
69.87% (based upon a total of 142,662 RSF in Buildings 1, 2 and 3) of all
Operating Costs of the Project, excluding all Operating Costs attributable to
all or any part of any Building in the Project, including without limitation,
landscape costs, parking lot repair and maintenance, Landlord's liability
insurance costs; and (e) 69.87% of all Taxes.
5. BASE YEAR. Effective January 1, 2008, the Base Year, as defined in
Section 2A(2) of the Lease, shall be modified to the calendar year 2007. Prior
to January 1, 2008, Tenant shall continue to pay Operating Cost Share Rent and
Tax Share Rent in excess of Operating Costs and Taxes for the Base Year as
defined in the Lease, that is, the calendar year 2001.
6. CASH ALLOWANCE; ALTERATIONS AND IMPROVEMENTS. Upon Tenant's written
request, but no sooner than October 1, 2007, Landlord shall provide Tenant with
a cash allowance in the amount of $498,380.00, equal to $5.00 per RSF contained
in the Premises as modified ($5.00 x 99,676 RSF = $498,380.00). The cash
allowance is intended by
2
the parties to be used by Tenant for alterations and
improvements to the Premises. Any such alterations or improvements shall be
deemed Work, and shall be subject to the terms and conditions contained in
Section 5 of the Lease.
7. SIGNAGE REMOVAL. Tenant agrees, at no cost or expense to Landlord, to
the removal of Tenant's signage currently located on the exterior and Western
side of Building 1, so long as: (a) any tenant occupying or intending to occupy
the Released Premises receives necessary governmental approvals to locate its
signage in a similar location; and (b) such necessary governmental approvals
require the removal of Tenant's signage.
8. BROKERAGE FEE. Landlord shall pay the Xxxxxxx Company a brokerage fee
for the Lease Term extension contained in this Amendment, pursuant to a separate
agreement.
9. EFFECT OF AMENDMENT. Except as specifically amended and modified
herein, all other terms and conditions of the Lease shall remain in full force
and effect. Any capitalized and undefined terms contained in this Amendment
shall have the definition given in the Lease.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.
TENANT:
CORILLIAN CORPORATION,
an Oregon corporation
By: /s/ XXXX X. WILDE_________
Name: Xxxx X. Wilde________________
Title: CFO_______________________
LANDLORD:
CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: CARRAMERICA REALTY CORPORATION
a Maryland corporation,
its sole member
By: /s/ XXXXX CASPER_________
Name: Xxxxx Casper________________
Title: Managing Director________
3
