FIRST AMENDMENT TO LEASE
Exhibit 10.13
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (“Amendment”), dated September 22, 2010 (for reference purposes only), is made and entered into by and between XXXXXX INVESTMENT PROPERTIES, LLC, an Oregon limited liability company (“Landlord”), and JIVE SOFTWARE, INC., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant entered into a Lease dated February 25, 2008 for the Premises located at 000 XX Xxxxx Xxxxxx Xxxxxxxx, Xxxxxx 00000 (the “Lease”).
B. The parties desire to amend the Lease to modify the manner in which the Landlord shall pay the Tl Allowance set forth in Exhibit B of the Lease.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
AGREEMENT
1. General. The parties acknowledge that as of the date of this Amendment, the remaining Tl Allowance is $357,622.00. Pursuant to the attached Exhibits A, B and C, the estimated cost for the remaining Landlord Work is significantly in excess of the remaining Tl Allowance. Without otherwise waiving any requirements, terms or conditions set forth in the Lease, including Exhibit B of the Lease, the parties agree that Tenant shall directly contract for the designing, constructing and all necessary and appropriate work in connection with the improvements in the Premises (the “Tenant Improvements”) with a contractor reasonably acceptable to Landlord and upon presentation of paid statements and satisfactory lien waivers or releases, Landlord shall, as promptly as practicable, and in no event more than thirty (30) days following the receipt of such statements, reimburse Tenant for the first $357,622.00 incurred in connection with the Tenant Improvements. Any and all costs, fees or expenses incurred in connection with the Tenant Improvements in excess of the Tl Allowance shall be the sole responsibility of Tenant. Each capitalized term used without definition in this Amendment shall have the same meaning given to such capitalized term in the Lease.
2. Miscellaneous.
2.1 Effect of Amendment: Ratification. Except as otherwise modified by this Amendment, the Lease shall remain unmodified and in full force and effect. In the event of any conflict or inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail. All capitalized terms used and not otherwise defined herein shall have the same meanings and definitions as set forth in the Lease.
2.2 Counterparts. If this Amendment is executed in counterparts, each counterpart shall be deemed an original.
2.3 Authority to Execute Amendment. Each individual executing this Amendment on behalf of a corporation represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.
2.4 Confidentiality. Tenant and its employees, agents and brokers shall keep confidential all matters concerning the terms of this Amendment and the negotiations which led to it and shall not disclose the fact or substance of the negotiations or the terms to anyone without the prior written consent of Landlord. Notwithstanding the foregoing, the provisions and preceding negotiations may be revealed to Tenant’s accountants, attorneys and lenders so long as each such recipient is advised of the necessity for them to also maintain the confidentiality of the information. If any third party demands entitlement to the benefit of similar terms or conditions on the basis that Tenant received such treatment, it will be deemed to be the result of a violation of this confidentiality requirement by Tenant and such violation shall constitute an event of Default under the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease as of the date and year first above written.
| Landlord: | Tenant: | |||||||
|
Xxxxxx Investment Properties, LLC, an Oregon |
Jive Software, Inc., a Delaware | |||||||
|
| |||||||
| By: |
Xxxxxx X. Roselll |
By: |
| |||||
| Title: |
Senior Vice President Regional Manager |
Title: |
CFO | |||||
Exhibit “A”
| Jive Fifth Floor Preliminary Estimate |
Date: 9/6/10 | |||||
| The Reserve |
||||||
| Project Cost: |
$ | 662,667 | ||||||||
| Cost Per Sq. FT. |
$ | 62.21 | Project Sq FT | 10,652 | ||||||
Schedule of Values:
| Demolition and Temporary Enclosures |
$ | 13,500 | ||
| Framing and Drywall |
$ | 84,601 | ||
| Insulation |
$ | 1,892 | ||
| Doors/Frames/Hardware |
$ | 31,149 | ||
| Glass and Glazing |
$ | 7,628 | ||
| Painting |
$ | 22,703 | ||
| Cabinets and Millwork |
$ | 36,318 | ||
| Floor Covering |
$ | 39,660 | ||
| New Stairway |
$ | 73,654 | ||
| Specialties (Includes all appliances and blinds) |
$ | 50,060 | ||
| Electrical |
$ | 123,500 | ||
| HVAC |
$ | 54,180 | ||
| Plumbing |
$ | 6,300 | ||
| Fire Sprinklers |
$ | 11,060 | ||
| General Conditions |
$ | 46,400 | ||
| Building Permit |
$ | 0 | ||
|
|
|
|||
| Total Costs |
$ | 602,605 | ||
| Contractor’s Fee |
$ | 60,062 | ||
|
|
|
|||
| Project Cost |
$ | 662,667 | ||
Exhibit “B”
| Jive Fourth Floor Remodel |
Date: 8/26/10 | |||
| 915 XX Xxxxx |
||||
| Project Cost: |
$26,374 | |||
Schedule of Values:
| Demolition and Concrete |
$ | 3,095 | ||
| Framing and Drywall |
$ | 5,564 | ||
| Insulation |
$ | 444 | ||
| Doors/Frames/Hardware |
$ | 2,813 | ||
| Glass and Glazing |
$ | 1,005 | ||
| Painting |
$ | 1,130 | ||
| Cabinets and Millwork |
$ | 0 | ||
| Acoustical Ceilings |
$ | 400 | ||
| Floor Covering |
$ | 3,165 | ||
| Roofing and Sheet Metal |
$ | 0 | ||
| Specialties |
$ | 0 | ||
| Electrical |
$ | 1,800 | ||
| HVAC |
$ | 1,547 | ||
| Plumbing |
$ | 0 | ||
| Fire Sprinklers |
$ | 660 | ||
| General Conditions |
$ | 2,361 | ||
| Building Permit |
$ | 0 | ||
|
|
|
|||
| Total Costs |
$ | 23,983 | ||
| Contractor’s Fee |
$ | 2,390 | ||
|
|
|
|||
| Project Cost |
$ | 26,374 | ||
Exhibit “C”
| Jive Third Floor Remodel |
Date: 8/26/10 | |||
| 915 Xx Xxxxx |
||||
| Project Cost: |
$24,613 | |||
Schedule of Values:
| Demolition and Temporary Protection |
$ | 2,349 | ||
| Framing and Drywall |
$ | 4,336 | ||
| Insulation |
$ | 432 | ||
| Doors/Frames/Hardware |
$ | 1,770 | ||
| Glass and Glazing |
$ | 530 | ||
| Painting |
$ | 1,276 | ||
| Cabinets and Millwork |
$ | 2,170 | ||
| Acoustical Ceilings |
$ | 400 | ||
| Floor Covering |
$ | 3,000 | ||
| Roofing and Sheet Metal |
$ | 0 | ||
| Specialties |
$ | 0 | ||
| Electrical |
$ | 1,800 | ||
| HVAC |
$ | 1,547 | ||
| Plumbing |
$ | 0 | ||
| Fire Sprinklers |
$ | 475 | ||
| General Conditions |
$ | 2,298 | ||
| Building Permit |
$ | 0 | ||
|
|
|
|||
| Total Costs |
$ | 22,382 | ||
| Contractor’s Fee |
$ | 2,231 | ||
|
|
|
|||
| Project Cost |
$ | 24,613 | ||
