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Exhibit 10.2.1
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (hereinafter called the "First Amendment") is made
and entered into this 24th day of October, 1997 by and between PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY (the "Landlord"), an Iowa corporation, and SEQUOIA
SOFTWARE, L.L.C., a Limited Liability Corporation (successor in interest to
Sequoia Imaging, L.L.C.) (the "Tenant").
W I T N E S E T H:
WHEREAS, Landlord and Tenant entered into a lease dated August 18, 1995
(the "Lease") pursuant to which the Tenant agreed to lease and the Landlord
agreed to rent certain premises consisting of approximately 7,227 rentable
square feet of floor area (referred to in the Lease as "the Premises" and
hereinafter referred to as "Suite 310") and located in a building ("the
Building") at 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000 xx Xxxxxxxx, Xxxxxxxx 00000.
WHEREAS, the parties hereto wish to amend the Lease in order to expand
the Premises, extend the term, modify the rental amount payable, and otherwise
to amend the Lease as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Landlord and Tenant hereby agree that Tenant shall expand the
Premises by 7,360 rentable square feet of space located on the second floor of
the Building (hereinafter referred to as "Suite 201") as shown on Exhibit A-1
attached hereto. From the First Amendment Effective Date (defined in Paragraph
2, herein) the term "Premises" as used herein and under the Lease shall refer to
the Premises so expanded.
2. The effective date of this First Amendment (the "First Amendment
Effective Date") shall be the date upon which Landlord tenders possession of
Suite 201 to the Tenant in the condition outlined herein.
3. Landlord and Tenant do hereby amend the term of the aforesaid
Lease Agreement by extending the term to expire on July 31, 2001, such date
shall hereinafter be the Termination Date for all purposes of the Lease.
4. As of the First Amendment Effective Date, Section 1.2 of the Lease
is hereby amended by inserting 14,538 rentable square feet as the new increased
area of the Premises, and inserting 21.08% as Tenant's new percentage of the
building.
5. As of the First Amendment Effective Date, Section 1.4 of the Lease
is hereby deleted and the following language inserted in lieu thereof:
"1.4 Per__________rent ("Rent") shall be as follows:
Time Period Monthly Rent
----------- ------------
Effective Date - September, 1998 $20,944.67
October, 1998 $21,444.67
November, 1998 - September, 1999 $21,771.27
October, 1999 $22,771.27
November, 1999 - September, 2000 $22,607.66
October, 2000 $23,371.73
November, 2000-July, 2001 $24,056.14
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In addition to the Rent, Tenant shall pay as additional rent increases in
Operating Costs as described in Section 9 of the Lease (as amended by
Paragraph 7 herein), increases in Property Taxes as described in Section
10 of the Lease (as amended by Paragraph 7 herein), all of which shall be
deemed additional rent due under the Lease."
6. Landlord and Tenant hereby agree that the "Base Services Year" as
defined in Section 9.1.3 of the Lease and "Base Tax Year" as defined in Section
10.1.3 of the Lease shall remain unchanged for Suite 310; however, for Suite
201, the "Base Services Year" shall be determined as the Calendar Year this
First Amendment commences and the "Base Tax Year" shall be the 1997-1998 Tax
Year.
7. Section 4 of the Lease is hereby amended by deleting the following
language:
"SECURITY DEPOSIT. As security for its full and faithful performance of this
Lease, Tenant shall pay Landlord a security deposit totaling $20,086.67 of which
$9,200.00 has been paid and received by Landlord under the provisions of the
Lease, and a balance of $10,886.67 which will be paid by Tenant prior to the
execution of this First Amendment. If the Tenant defaults with respect to any
covenant or condition of the Lease or First Amendment, including but not limited
to the payment of Rent, additional rent or any other payment due under this
Lease, and the obligation of Tenant to maintain the Premises and deliver
possession thereof back to Landlord at the expiration or earlier termination of
the Lease Term in the condition required herein, then Landlord may (without any
waiver of Tenant's default being deemed to have occurred) apply all or any part
of the security deposit to the payment of any sum in default or any other sum
which Landlord may be required or deem necessary to spend or incur by reason of
Tenant's default. In such event, Tenant shall, upon demand, deposit with
Landlord the amount so applied to replenish the security deposit. If Tenant
shall have fully complied with all of the covenants and conditions of this
Lease, but not otherwise, the amount of the security deposit then held by
Landlord shall be repaid to Tenant within thirty (30) days after the expiration
or sooner termination of this Lease. In the event of a sale or transfer of
Landlord's estate or interest in the Building, Landlord shall have the right to
transfer the security deposit to the purchaser or transferee, and Landlord shall
be considered released by Tenant from all liability for the return of the
security deposit."
8. Tenant acknowledges that it has inspected and accepts Suite 201,
and specifically the Building and improvements comprising the same in its
present condition as suitable for the purpose for which Suite 201 is leased.
Execution of this First Amendment by Tenant shall be deemed conclusively to
establish that said Building and other improvements are in good and satisfactory
condition as of when the execution was made. Tenant further acknowledges that no
representations as to the repair of Suite 201, nor promises to alter, remodel or
improve the Suite 201 have been made by Landlord, unless such are expressly set
forth in this First Amendment. If this First Amendment Agreement is executed
before Suite 201 (or any portion of Suite 201) become vacant or otherwise
available and ready for occupancy, or if any present tenant or occupant of Suite
201 (or portion of Suite 201) holds over, and Landlord cannot acquire possession
of Suite 201 (or portion of Suite 201) Landlord shall be deemed to be in
default hereunder and Tenant agrees to accept possession of Suite 201 (or any
portion of Suite 201) at such time as Landlord is able to tender the same and
Landlord hereby waives payment of rent for Suite 201 (or any portion of Suite
201) not tendered to Tenant until the date such Portion is made available.
After the Commencement Date Tenant shall, upon demand, execute and deliver to
Landlord a letter of acceptance of delivery of Suite 201.
9. Tenant Improvement Allowance. Any improvements to Suite 201
required by virtue of this Lease are set forth in Exhibit "A-2", which is
attached hereto and made a part hereof by reference ("Improvements"). The total
cost for the improvements including, but not limited to space planning,
construction drawings, the actual construction and construction management is to
be paid by Landlord up to a maximum amount of $33,646.00 ("Allowance").
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In the event the total cost of the Improvements exceeds the Allowance
("Improvement Overage"), Tenant shall pay to Landlord the Improvement Overage
immediately upon demand by Landlord.
10. Notwithstanding anything to the contrary herein, the Landlord
shall provide a rental credit on behalf of the Tenant in an amount equal to
$3,687.56 which shall be credited against the Rent of the first full calendar
month occurring following the Effective Date.
11. Except as expressly amended by this First Amendment, the Agreement
of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
WITNESS: PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
BY: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Assistant Director
Commercial Real Estate/Equities
/s/ XXXXXXXXX XXXX BY:
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WITNESS: SEQUOIA SOFTWARE, L.L.C.
[SIG] BY: /s/ Xxxx X. Xxxxx
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EXHIBIT A-1
(SUITE 201 SHOWN CROSSHATCHED)
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EXHIBIT A-2
[GRAPHIC]
