10.20
FIRST AMENDMENT
TO LEASE AGREEMENT
BETWEEN CORRIDOR PARK POINTE II, L.P.,
AS LANDLORD, AND
INTELLIGENT REASONING SYSTEMS, INC.,
ASTENANT,
AT XXXXXXXX XXXX XXXXXX
XXXXXXXX X
XXXXX XX XXXXX )
COUNTY OF XXXXXX )
KNOW ALL PERSONS BY THESE PRESENTS:
That the parties to this First Amendment to Lease Agreement (the
"Amendment"), are Corridor Park Pointe II, L.P., herein referred to as
"Landlord", and Intelligent Reasoning Systems, Inc., herein referred to as
"Tenant".
W I T N E S S E T H
WHEREAS, Landlord and Tenant entered into a Lease Agreement (the "Lease"),
dated May 21, 1999, covering approximately 15,136 square feet (the "Premises"),
in Corridor Park Pointe Building E (the "Building"), in Austin, Texas, as more
particularly described in the Lease, and
WHEREAS, Landlord and Tenant have agreed to modify the Lease as provided
herein.
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, Landlord and Tenant agree as follows:
1. The Lease Term shall be revised to provide for a new expiration date
of December 31, 2006.
2. The Premises, as described in Section I of the Lease, shall be
increased in size by 20,064 square feet (the "New Premises") which,
when combined with the Premises, will create an expanded lease space
of approximately 35,200 square feet (the "Expanded Premises"). The
Premises, New Premises, and Expanded Premises will be in approximate
locations as shown on the attached Exhibit "A" to this Amendment.
Tenant shall continue to occupy and operate out of the Premises
until the Commencement Date of the Expanded Premises, as described
below.
3. The "Commencement Date" (of the Expanded Premises) shall be deemed
to be the earliest of. (i) the date upon which the New Premises and
other improvements to be erected in accordance with the plans and
specifications described in Exhibit "B" and Exhibit "B-1", attached
hereto and incorporated herein by reference (the "Plans"), have been
substantially completed; (ii) the date upon which the New Premises
or such improvements would have been substantially completed but for
the delays caused directly or indirectly by Tenant, including Plan
delays or change orders; (iii) the date upon which Tenant occupies
any part of the New Premises; or (iv) March 1, 2000. As used herein,
the term "substantially completed" shall mean that, in the opinion
of the architect or space planner that prepared the Plans, such
improvements have been completed in accordance with the Plans and
the New Premises are in good and satisfactory condition, with the
exception of completion of minor punch list items. As soon as such
improvements have been substantially completed, Landlord shall
notify Tenant in writing that the Commencement Date of the Expanded
Premises has occurred. Please refer to Exhibit "B" and Exhibit "B-1"
for the responsibilities of Landlord and Tenant in the production of
the Plans, the permitting of any construction, as well as the
construction of the New Premises per the Plans.
1.
4. The amount of Minimum Guaranteed Rental due from Tenant on the
Expanded Premises for each month of the extended Lease term shall be
as follows:
Dates Minimum Guaranteed Rental
----- -------------------------
Commencement Date - July 31, 2000 $28,374.72/mo. ($9.67/sf/yr)
August 1, 2000 - December 31, 2000 $28,828.80/mo. ($9.83/sf/yr)
January 1, 2001 - December 31, 2001 $29,079.60/mo ($9.91/sf/yr)
January 1, 2002 - December 31, 2002 $29,395.80/mo. ($10.02/sf/yr)
January 1, 2003 - December 31, 2003 $31,397.52/mo ($10.70/sf/yr)
January 1, 2004 - December 31, 2004 $32,102.40/mo. ($10.94/sf/yr)
January 1, 2005 - December 31, 2006 $33,440.00/mo. ($11.40/sf/yr)
Tenant will continue to pay Common Area Maintenance (CAM),
Insurance, Property Taxes and Management Fees each month as provided
in the Lease and as estimated by Landlord from time to time with
Tenant's pro rata share of such expenses being based upon the square
footage of the Expanded Premises beginning with the Commencement
Date as defined above.
5. Landlord and Tenant agree that the Right of First Refusal set forth
in Exhibit "C" of the Lease has been exercised, is of no further
force and effect, and no further Right of First Refusal continues to
exist for the benefit of Tenant.
6. Landlord and Tenant agree to revise the provisions of the Security
Deposit, as set forth in Paragraph 2 of Exhibit "C" of the Lease.
Beginning no later than the Commencement Date of the Expanded
Premises, as defined above, Tenant agrees to provide Landlord, a
Security Deposit in the form of an Irrevocable Letter of Credit
("Letter of Credit") in an amount equal to $100,000, for a term to
expire five (5) years from the Commencement Date of the Expanded
Premises. The Letter of Credit shall be issued by a financial
institution approved by Landlord, in its sole discretion, shall be
prepared in form acceptable to Landlord, shall serve as security for
the Lease, and will be drafted so that Landlord can draw upon such
Letter of Credit without any additional action should Tenant be in
default of this Lease. Specifically, should Tenant remain in default
of this Lease for ten (10) days after written notice of the default
as sent by Landlord, Landlord may present evidence of such default
and draw upon the Letter of Credit with no other action necessary.
Tenant also agrees to provide to Landlord, no later than the
Commencement Date of the Expanded Premises, an additional Security
Deposit in the form of an Irrevocable Letter of Credit (the
"Additional Letter of Credit") in an amount equal to $75,000 for a
term to expire two (2) years from the Commencement Date of the
Expanded Premises. The Additional Letter of Credit shall be issued
by a financial institution approved by Landlord, in its sole
discretion, shall be prepared in a form acceptable to Landlord,
shall serve as security for the Lease, and will be drafted so that
Landlord can draw upon such Letter of Credit without any additional
action should Tenant be in default of this Lease. Specifically,
should Tenant remain in default of this Lease for ten (10) days
after written notice of the default as sent by Landlord, Landlord
may present evidence of such default and draw upon the Letter of
Credit with no other action necessary.
None of the. construction allowance due to Tenant from Landlord
will, as described within Exhibit "B- I" attached hereto, be payable
until the time that Tenant has delivered to Landlord both the Letter
of Credit and the Additional Letter of Credit referenced above. If
either or both Letters of Credit remain undelivered upon the
Commencement Date of the Expanded Premises, then Tenant shall be
deemed to be in default of the Lease as described in Section 19 of
the Lease and Landlord shall be able to avail itself of all
available remedies, including, but not exclusively, the right to
immediately draw upon any letter of Credit held by Landlord, with no
additional action or notice other than that provided in the Lease.
Tenant also agrees to deliver to Landlord, no later than 30 days
prior to the expiration of the above referenced $100,000 Letter of
Credit, a Security Deposit in the amount of $33,440, in cash,
2.
not a Letter of Credit, which will serve as the Security Deposit for
the remaining lease term of the Expanded Premises. If Tenant has not
delivered the $33,440 cash Security Deposit to Landlord on the above
stated due date, Tenant will be deemed to be in default under the
terms of the Lease and Landlord will be able to avail itself of all
available remedies.
By executing this Amendment, the individual executing on behalf of
Tenant hereby warrants and represents that he is duly authorized to
execute and deliver this Amendment on behalf of Tenant in accordance
with a duly adopted resolution of the corporation in accordance with
the Articles of Incorporation and that this Amendment is binding
upon Tenant in accordance with its terms.
The Lease is modified herein and shall be (i) binding upon and inure
to the benefit of the parties hereto and their respective
successors-in-interest and assigns, if permitted; (ii) in full force
and effect; and (iii) is hereby ratified and confirmed in its
entirety.
All other terms and conditions of the Lease shall remain in full force and
effect.
This First Amendment to Lease does not become effective until executed and
delivered by both Landlord and Tenant.
3.
IN WITNESS WHEREOF, Landlord and Tenant, acting herein by duly authorized
individuals, have caused this First Amendment to Lease to be executed in
multiple counterparts, each of which shall have the force and effect of any
original, on this the 9th day of November 1999.
WITNESS FOR LANDLORD: LANDLORD: CORRIDOR PARK POINTE II, L.P.,
a Delaware limited partnership
/s/ Xxxx Xxxxxxxx
----------------------------------
By: B & O Property, L.L.C., a Delaware
limited Liability company, General
Partner
By: B & O Management Company,
L.L.C., a Delaware limited
liability company, Operating
Manager
By: /s/ C. Xxxxxxx Xxxx
---------------------------
C. Xxxxxxx Xxxx, Xx.,
President
WITNESS FOR TENANT: TENANT: INTELLIGENT REASONING SYSTEMS,
INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Xxxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx Its: Vice President of Finance
EXHIBIT "A"
TO FIRST AMENDMENT TO LEASE AGREEMENT
CORRIDOR PARK POINTE II, L.P.
LEGAL DESCRIPTION
Legal Description of Land: A 10.229 acre tract of land in Xxxxxx County, Texas
being
Xxx 0 xx Xxxxxxxx Xxxx Xxxxxx XX a subdivision in Xxxxxx County, Texas,
according to the map or plat thereof, recorded in Volume 102, pgs. 257 and 258
of the Plat Records of Xxxxxx County, Texas.
TENANT'S PREMISES
Premises - approximately 15,136 square feet.
New Premises - approximately 20,074 square feet.
Expanded Premises - approximately 35,200 square feet.
Site plan subject to change at Landlord's discretion.
Curb cuts subject to change.
[GRAPHIC OMITTED]
EXHIBIT "B"
TO FIRST AMENDMENT TO LEASE AGREEMENT
CORRIDOR PARK POINTE II, L.P.
DESCRIPTION OF LANDLORD'S AND TENANT'S WORK
Plans and specification for Tenant's Work must be submitted by Tenant to
Landlord within 15 days of execution of this Lease Agreement. All such Tenant's
Work shall be subject to Landlord's approval and acceptance, which shall be a
condition to any reimbursement herein provided.
DESCRIPTION OF WORK RESPONSIBILITY
Landlord Tenant
1) Floor slab (except 7' leave out). X
-------- ------
2) Sealed concrete in any storage area. X
-------- ------
3) Storefront: See "I" below. X
-------- ------
4) Interior demising partitioning, taped and bedded. X
-------- ------
5) Final coat of paint in all areas. X
-------- ------
6) Standard suspended, acoustical, grid ceiling system with lay in tiles
throughout the Expanded Premises (ceiling height shall be at least
9.5' above finished floor. Ceiling systems are to be approved by
Landlord prior to installation. X
-------- ------
7) Restroom facility shall be handicapped equipped and shall be in
accordance with applicable City Code requirements. X
-------- ------
8) Electrical: Tenant is responsible for bringing electrical service
from the back of the building into the Expanded Premises. All
electrical work shall be in accordance with applicable City Code
requirements. Power requirements exceeding 100 amps must be approved
by Landlord prior to Tenant commencing construction. X
-------- ------
9) Other Utilities:
a) Rough-in plumbing (brought to rear of building). X
-------- ------
b) Sanitary Sewer (brought to rear of building). X
-------- ------
c) Natural Gas. X
-------- ------
d) Hot water heater. X
-------- ------
10) Heating, Ventilation and Air Conditioning: (HVAC)
a) One ton per every 325 s.f. as a minimum, gas/electric HVAC unit. X
-------- ------
b) Roof penetration for HVAC unit. X
-------- ------
c) Air conditioning screen as required by City Code. X
-------- ------
11) Lighting:
a) Lighting to maintain adequate candlepower. X
-------- ------
b) Lighting in storage area. X
-------- ------
12) Rear exit metal door where required by City Code. X
-------- ------
13) Any cross partition walls. X
-------- ------
14) Signs subject to Landlord's approval (size and other criteria to meet
applicable City Code as well as Landlord's sign criteria). X
-------- ------
15) Trade fixtures, shelving and other work necessary for retail operations. X
-------- ------
16) Application for separate metering of applicable utilities. X
-------- ------
17) All additional work not stated herein-above. X
-------- ------
18) Plans and specifications for construction. X
-------- ------
The cost of any and all work not specifically delineated as Landlord's Work, or
any increase in cost resulting from subsequent changes, shall be the
responsibility of, and paid for by Tenant.
Tenant shall apply, or cause to be applied, for a Certificate of Occupancy upon
notification by contractor or Landlord that the Expanded Premises are ready for
occupancy.
EXHIBIT "B" (CONTINUED)
TO FIRST AMENDMENT TO LEASE AGREEMENT
CORRIDOR PARK POINTE II, L.P.
DESCRIPTION OF LANDLORD'S AND TENANT'S WORK
NOTES:
A. Tenant agrees to accept the Expanded Premises in its existing condition,
to submit approved plans and specifications for all necessary building
permits, and to move posthaste to finish the lease space in a good and
workmanlike manner.
B. Tenant shall apply for separate metering of applicable utilities in
Tenant's own name and will be responsible for all deposits. All utilities
shall be placed according to the City or any other governmental entity
having jurisdiction.
C. Tenant shall apply for a Certificate of Occupancy (or equivalent document
as may be issued by the City) and shall deliver a copy of such to Landlord
prior to the Commencement Date.
D. Tenant shall supply Landlord with plans and, specifications, at Tenant's
expense, of the proposed renovation of the Expanded Premises within
fifteen (15) days of execution of this Lease Agreement. Tenant may not
commence construction of the Expanded Premises until Landlord has approved
in writing the plans and specifications.
E. All salvage carpeting, light fixtures, doors, closure devices, HVAC, etc.,
shall remain the property of Landlord at Landlord's option. Landlord shall
not be liable for or warrant the serviceability of these items.
F. All maintenance and repair of the Heating, Ventilating and Air
Conditioning system (HVAC) during the term of this lease is the sole
responsibility of the Tenant. Location of all HVAC units or any other roof
mounted equipment shall be approved by Landlord's roofing contractor. Any
penetrations in the roof or exterior walls or any other modifications to
the Project shall be approved by Landlord prior to the commencement of the
work.
G. Demising wall between spaces are to be one hour fire rated, full height to
roof deck with a closure strip at deck.
H. The wall above the storefront on the back side of the soffit in all areas
is to be a one hour fire rated wall, full height to roof deck with a
closure strip at the deck.
I. Storefront is to meet Landlord's specifications. Storefront criteria to be
provided by Landlord.
J. All toilet facilities should meet handicap requirements.
K. Building signage shall conform to the sign criteria established by the
Landlord.
L. Power for signage, if allowed and/or required, shall be provided through
each individual lease space by Tenant with relay connection to house light
circuit.
M. All utilities should be placed according to the City requirements or any
other governmental entity having jurisdiction.
N. All fees, permits and other charges relating to Tenant construction shall
be the exclusive responsibility of Tenant.
0. If there are any changes by Tenant, Tenant's contractors, subcontractors
or agents from the improvements set forth in the final plans and
specifications referred to above, each such change must receive the prior
written approval of Landlord. Tenant shall, upon completion of the
improvements, furnish Landlord with an accurate "as built" plan of the
improvements as constructed.
P. Tenant shall supply Landlord copies of all mechanical equipment manuals,
warranties, etc. up-request.
EXHIBIT "B-1"
TO FIRST AMENDMENT TO LEASE AGREEMENT
CORRIDOR PARK POINTE 11, L.P.
DESCRIPTION OF LANDLORD'S AND TENANT'S WORK
1. Tenant agrees to accept the Expanded Premises in its existing "as is"
condition (except as otherwise provided herein) and to complete the
construction of the Expanded Premises to final form, including all utility
connections in accordance with paragraph 2, below.
2. Landlord shall reimburse Tenant a construction allowance of $401,280.00
within thirty (30) days after the following events have taken place:
a). Approval of plans and specifications furnished by Tenant to Landlord
within fifteen (15) days following execution of this Lease. Landlord
shall approve or disapprove Tenant's plans and specifications within
ten (10) days after receipt of same. Landlord's failure to approve
or disapprove such plans and specifications within such time shall
be deemed as approval of same;
b). Completion of Tenant's construction work in accordance with approved
plans and specifications subject to Landlord's reasonable approval;
c). Receipt by Landlord from Tenant of a Certificate of Occupancy issued
by the City or other municipal or governmental agency authorized to
issue such Certificate for the Expanded Premises;
d). Receipt by Landlord from Tenant of a release and waiver of all
liens, holding Landlord harmless from any obligation whatsoever
which may be or may have been incurred by tenant, or Tenant's
contractors or subcontractors, during the construction of the
Expanded Premises.
e). Receipt by Landlord of Tenant's proof of insurance certificate,
naming Landlord as "Additional Insured".
f). Receipt by Landlord of a signed "Punch List" indicating that all
Punch List items noted in the walkthrough have been completed to
Tenant and Landlord's reasonable satisfaction.
Landlord agrees to reimburse to Tenant the construction allowance referenced
above in no more than three (3) partial payments instead of one total payment.
Each partial reimbursement request by Tenant shall include a certification from
a registered architect that Tenants interior improvements have been completed
according to the approved plans and specifications and indicate that the
improvements have been completed to a point equal to or greater than the
proportionate amount of the total reimbursement being requested. All of the
other required events listed above must be completed prior to the final
reimbursement request by Tenant.
EXHIBIT "B" (CONTINUED)
TO FIRST AMENDMENT TO LEASE AGREEMENT
CORRIDOR PARK POINTE II L.P.
DESCRIPTION OF LANDLORD'S AND TENANT'S WORK
NOTES:
Q. Tenant shall provide Landlord with duly executed, valid and effective
waivers of lien or release of all statutory or constitutional liens, from
Tenant's contractor and subcontractors, holding Landlord harmless from any
obligations which may have been incurred by Tenant or Tenant's contractor
or subcontractors with respect to the work material furnished during the
construction of the Leasehold improvements.
R. Any contractor and/or subcontractors engaged by Tenant shall comply with
all standards and regulations established by Landlord. Such contractors
and subcontractors shall possess both general liability and workmen's
compensation insurance prior to performing any work on the Expanded
Premises and Landlord shall be provided proof of such insurance. Tenant's
Work shall be conducted in such manner as to minimize Landlord's operation
of the Project and/or use of the Project by other tenants.
