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EXHIBIT 10.11.1
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into
this 30th day of November, 1999, by and between XXXXXXX PLACE, LLC, a
Washington limited liability company ("Landlord"), and XXXXXXXX.XXX, INC.
("Tenant").
RECITALS:
A. On the 23rd day of September, 1997, Landlord and Tenant entered
into a Lease Agreement (the "Lease"), which Lease provides for the lease by
Landlord to Tenant of certain premises consisting of 9,670 square feet of
office floor area on the third floor and 2,117 square feet of balcony floor
area (the "Original Premises") of the Schwabacher Warehouse Building located at
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxxxx, Xxxxxxxxxx (the "Warehouse
Building").
B. Pursuant to an Amendment to Lease dated February 16, 1999 (the
"First Amendment"), Tenant agreed to lease additional space (the "First
Additional Space") on the second floor of the Warehouse Building consisting of
8,374 square feet of office space and 1,211 square feet of office space on the
first floor.
C. Tenant has exercised its right of first opportunity to lease
additional space in the Warehouse Building pursuant to Paragraph 36 of the
Lease.
D. The parties hereto desire by these presents to amend the Lease in
certain respects to reflect the lease of such additional space by Landlord to
Tenant.
NOW, THEREFORE, for and in consideration of the recitals, which are
incorporated herein, and other good and valuable consideration, the parties
hereto agree that the Lease shall be, and the same is hereby amended as follows:
1. Additional Space. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, approximately 1,518 rentable square feet of floor
area on the first floor and 8,000 rentable square feet of floor area in the
basement of the Warehouse Building (the "Second Additional Space") (hereinafter
the Original Premises, the First Additional Space and the Second Additional
space are collectively called the "Premises"), upon the same terms and
conditions contained in the Lease, except as provided otherwise herein. The
Second Additional Space is shown on the drawing attached hereto as Exhibit A
and incorporated herein by this reference.
2. Rentable Area. The exact measurement of the Second Additional Space
will be computed by an AIA architect based upon BOMA standards and, upon
completion, the parties will execute an addendum to this Amendment setting
forth the actual square footage of the Premises and the percentage of square
footage of the Premises compared to the area of the Warehouse Building utilized
for office space.
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3. Commencement Date for Second Additional Space. The Lease commencement
date for the Second Additional Space (the "Commencement Date for the Second
Additional Space") shall be the later to occur of February 15, 2000, or the
date of substantial completion of the Tenant Improvements (defined below);
provided that if Tenant causes delays in the construction schedule set forth in
paragraph 9 below, the Commencement Date for the Second Additional Space will
be February 15, 2000.
4. Expiration Date. The expiration date of the Lease is hereby extended
from May 31, 2003 to May 31, 2004 (the "Termination Date"). All of Tenant's
rights to lease the Premises will terminate on the Termination Date.
5. Early Termination. Tenant may terminate the Lease upon the second and
third anniversary of the Commencement Date for the Second Additional Space, at
no additional cost to Tenant, provided that Tenant gives at least 270 days
prior written notice to Landlord. Notwithstanding the foregoing, this early
termination right is contingent upon Landlord's not being able to provide
Tenant with additional expansion space within Xxxxxxx Place to meet Tenant's
expansion requirements set forth in Tenant's termination notice. This paragraph
supersedes all termination rights under the Lease as amended by the First
Amendment.
6. Rent for Additional Space. Tenant shall pay Landlord rent based on the
following schedule for all occupied office space commencing on the Commencement
Date for the Second Additional Space:
FIRST AND SECOND ADDI- ORIGINAL PREMISES
RENTAL PERIOD TIONAL SPACE $/RSF/YEAR $/RSF/YEAR
Commencement to 5/31/2000 $18.50 $21.00
6/1/2000 to 5/31/2001 $19.50 $22.00
6/1/2001 to 5/31/2002 $20.50 $23.00
6/1/2002 to 5/31/2003 $21.50 $24.00
6/1/2003 to 5/31/2004 $22.50 $25.00
Rent for the balcony space shall remain at $4.00 per square foot per year
throughout the term of the Lease.
7. Operating Expenses. Paragraph 8(vi) of the Lease is hereby amended to
read as follows:
"Base Service Year" shall mean 1997 for the Original Premises and 1999 for
the First Additional Space and 2000 for the Second Additional Space.
8. Landlord Improvements. Landlord agrees to make the following
improvements to or for the Second Additional Space and its systems (the
"Landlord Improvements"):
a. Landlord will provide adequate electrical capacity to the main
distribution panel. Distribution throughout the Second Additional Space is part
of Tenant Improvements costs per industry standards.
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b. Landlord will upgrade and add new HVAC equipment into the Second
Additional Space at its sole cost, but distribution from each heat pump unit is
part of the Tenant Improvement costs per industry standards. The HVAC fresh air
duct will remain in its current location as it serves the entire building.
9. Tenant Improvements. Landlord will construct all improvements to the
Second Additional Space requested by Tenant (the "Tenant Improvements")
according to plans and specifications approved by Landlord and Tenant; provided
that the Tenant Improvements to the server room on the first floor will include
finished walls only. The Commencement Date for the Second Additional Space of
February 15, 2000 is contingent upon Landlord's and Tenant's meeting the
following construction schedule:
NOVEMBER 30, 1999. Tenant's architect will deliver to Landlord an approved
set of permit-ready construction documents initialed by Tenant. Landlord will
review said documents for completeness and then submit them to the City of
Seattle for building permits immediately upon Landlord's approval of the
drawings.
DECEMBER 1, 1999. Demolition of the Second Additional Space commences.
Tenant acknowledges that demolition and construction of the Tenant Improvements
to the Second Additional Space could cause some inconvenience to its current
occupancy of the Original Premises and First Additional Space.
DECEMBER 15, 1999. Anticipated date that building permit will be issued.
Upon issuance of the building permit, construction of the Tenant Improvements
will begin.
FEBRUARY 15, 2000. Anticipated delivery date of Second Additional Space.
Landlord agrees to obtain a minimum of two (2) construction bids from
qualified contractors, and to select the lowest bid, subject to bid
qualification by Landlord. Tenant shall have the right to review Landlord's
decision.
10. Tenant Improvement Allowance. Landlord will provide Tenant with an
improvement allowance for the Tenant Improvements in the Second Additional
Space of $10.00 per rentable square foot of the Second Additional Space. Tenant
agrees to pay, on or before the Commencement Date for the Second Additional
Space, for all costs of the Tenant Improvements in excess of this tenant
improvement allowance.
11. Parking. Paragraph 1(h) of the Lease is hereby amended to read as
follows:
(h) PARKING. During the term of this Lease, Landlord will provide
parking stalls for up to twenty-seven (27) cars on a nonreserved basis for
ninety percent (90%) of the posted market rental rate. Landlord will also
provide Tenant with one (1) Executive Reserved parking space at the same
rental rate. Additional monthly parking stalls may be available to Tenant's
employees and visitors on a first come, first served basis.
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12. Counterparts. This Amendment may be executed in one or more
counterparts, and all of the counterparts shall constitute but one and the same
agreement, notwithstanding that all parties hereto are not signatories to the
same or original counterpart.
13. All Other Terms Remain Unchanged. Except as amended herein, all
other terms and conditions of the Lease, as amended by the First Amendment,
shall remain unchanged and in full force and effect, including but not limited
to, Tenant's Right of First Option contained in Paragraph 36 of the Lease,
except that the rental rate for any Expansion Space (as defined in Paragraph 36)
will be the same as for the Second Additional Space.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
"LANDLORD" XXXXXXX PLACE, LLC, a Washington limited
liability company
By: NSD, LLC, a Washington limited
liability company, its manager
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Member
"TENANT" XXXXXXXX.XXX, INC.
By: /s/ XXXX X. XXXX
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Its: CFO
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that XXXXX XXXXXXX 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 a Member of NSD, LLC, in its capacity as the Manager of
XXXXXXX PLACE LLC, to be the free and voluntary act and deed of each of said
limited liability companies, for the uses and purposes mentioned in the
instrument.
WITNESS my hand and official seal hereto affixed this 7th day of December,
1999.
/s/ XXXXX XXXXXXX
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(Signature of Notary)
Xxxxx Xxxxxxx
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(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington
My Appointment Expires: 8-19-00
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Xxxx X. Xxxx is
the person who appeared before me, and said person acknowledged that he/she
signed this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledged it as the Chief Financial Officer of XXXXXXXX.XXX,
INC. to be the free and voluntary act and deed of said corporation, for the uses
and purposes mentioned in the instrument.
WITNESS my hand and official seal hereto affixed this 1st day of December,
1999.
/s/ XXXXXX XXX XXXXXXX
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(Signature of Notary)
Notary Public
State of Xxxxxxxxxx
Xxxxxx Xxx Xxxxxxx
Appointment Expires Oct. 2, 2002
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(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington
My Appointment Expires: Oct. 2, 2002
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EXHIBIT A
(DRAWING OF ADDITIONAL SPACE)
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