[LETTERHEAD]
December 19, 1996
Xx. Xxxxxx Xxxxxxxx
ACTIVE VOICE
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxxxxx:
Please refer to your Lease dated January 31, 1991, the First Amendment dated
March 4, 1992, the Amendment dated September 17, 1993, the Amendment dated
April 27, 1994, and the Amendment dated August 11, 1994 thereto. Please
consider this a further addendum to that Lease.
Paragraph 1. DESCRIPTION shall reflect an increase in Lessee's Premises by
approximately 56,907 rentable square feet, approximately 29,263 rentable
square feet on a portion of the 1st floor and 27,747 rentable square feet on
the 6th floor. For clarification purposes, Xxxxxx's total rentable square
footage at Third & Broad shall be as follows:
"Existing "Expansion
Premises" Space" "New Premises"
----------- ----------- ---------------
1st Floor: 15,794 rsf 29,263 rsf 45,057 rsf
3rd Floor: 9,706 rsf 0 rsf 9,706 rsf
5th Floor: 44,677 rsf 0 rsf 44,677 rsf
6th Floor: 19,464 rsf 27,747 rsf 47,211 rsf
------------ ------------ ---------------
146,651 rsf
Paragraph 2. TERM shall be amended as follows: The lease term for Lessee's
Existing Premises shall continue through July 10, 1997. Commencing on July
11, 1997 the term of the lease for the New Premises shall be for a period of
144 months. The new lease term expiration for all Premises shall be July 10,
2009.
EXHIBIT "B"
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 2
(a) With reference to Xxxxxx's Existing Premises all of Xxxxxx's space
pockets shall have expired prior to the commencement of the new lease
commencement date of July 11, 1997.
(b) With reference to the expansion space, all drawings shall be completed
and approved prior to vacancy of the expansion space by the existing
tenants. The rent on the expansion space shall commence upon the earlier
of occupancy by Xxxxxx either in whole or in part or two months after
vacation of the Expansion Space by the existing tenant. Lessee shall be
entitled to possession of the Expansion Space on vacation of the space by
the existing tenant to commence tenant improvements. Possession to perform
tenant improvements shall not be deemed occupancy.
(c) With reference to the 1st floor expansion space, commencement shall be
as defined in subparagraph (b). Occupancy shall be approximately April 1,
1999 provided, however, possession to perform tenant improvements shall be
provided no later than the expiration of the existing tenant's lease which
is January 31, 1999.
(d) With reference to the 1st floor expansion space Lessee shall have the
right to space pocket up to 6,000 usable square feet upon occupancy. Lessee
shall commence paying rent upon the space pocket area upon occupancy or in
increments according to the following absorption schedule, whichever occurs
first.
After six (6) months of occupancy 3,000 usable square feet.
After twelve (12) months of occupancy 3,000 usable square feet.
(e) With reference to the 6th floor expansion space Lessee acknowledges
that Xxxxxx has extended the Xxxxxx Group lease through December 31, 1997.
(f) With reference to the 6th floor expansion space commencement shall be
as defined in subparagraph (b). Therefore, occupancy shall be
approximately March 1, 1998 if Lessee is able to commence tenant
improvements by January 1, 1998.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 3
(g) With reference to the 6th floor expansion space Lessee shall have the
right to space pocket up to 9,123 rentable square feet upon occupancy.
Lessee shall commence paying rent upon the space pocket area upon occupancy
or in increments according to the following absorption schedule, whichever
occurs first.
After 12 months of occupancy 9,123 rentable square feet.
Paragraph 43. RENEWAL OPTION shall be deleted and replaced with the following:
Lessee shall have the right to renew this lease under the same terms and
conditions, except rent, for two (2) five year renewal periods. Base rent
for the renewal term shall be equal to the fair market value for comparable
space in the Xxxxx Regrade area at the time the renewal option is exercised
with a new base year, including operating services and real estate taxes, for
the first 12 months of each extended term. Lessee must give notice of its
election to renew at least 270 days prior to the expiration of the then lease
term. In addition, Xxxxxx shall have the right to renew this lease and its
addenda, if any, after July 10, 2002 upon 270 days written notice by Xxxxxx.
Paragraph 19. OPERATING SERVICES AND REAL ESTATE TAXES shall reflect a new base
year for the Existing Premises which shall be 1995.
Paragraph 37. BASE RENTAL RATE shall be amended to reflect that the base
rental rate commencing on July 11, 1997 for the Premises shall be as follows
(Note: that any space occupied either in whole or in part earlier than the
stated date shall be the date rent commences versus the stated date):
1st Floor - Expansion Premises (29,263 rsf)
Base Rental Rate
April 1, 1999 - March 30, 2005: $14.95 rsf
April 1, 2005 - March 30, 2007: $15.95 rsf
April 1, 2007 - July 10, 2009: $16.45 rsf
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 4
1st Floor - Existing Premises (15,794 rsf)
-----------------------------
Base Rental Rate
-----------------
July 11, 1997 - July 10, 1999: $13.00 rsf*
July 11, 1999 - January 10, 2004: $14.00 rsf*
* In addition to normal increases in base rent
due to operating expenses and real estate
tax escalation pass-throughs with ninety (90)
days prior written notice, the stated base
rent shall be increased by all operating
expense and real estate tax escalation
increases from original lease inception through
July 10, 1997.
January 11, 2004 - July 10, 2006: $15.95 rsf
July 11, 2006 - July 10, 2009: $16.95 rsf
1st Floor - Existing Premises (2,438 rsf)
------------------------------
Base Rental Rate
-----------------
July 11, 1997 - July 10, 2002: $8.00 rsf*
July 11, 2002 - July 10, 2009: $12.00 rsf*
* In addition to normal increases in base rent
due to operating expenses and real estate tax
escalation pass-throughs with ninety (90) days
prior written notice, the stated base rent shall
be increased by all operating expense and real
estate tax escalation increases from original
lease inception through July 10, 1997.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 5
3rd Floor - Existing Premises
-----------------------------
Base Rental Rate
----------------
July 11, 1997 - July 10, 2000: $13.00 rsf*
July 11, 2000 - July 10, 2002: $14.00 rsf*
* In addition to normal increases in base rent due
to operating expenses and real estate tax
escalation pass-throughs with ninety (90) days
prior written notice, the stated base rent shall
be increased by all operating expense and real
estate tax escalation increases from original
lease inception through July 10, 1997.
July 11, 2002 - July 10, 2006: $15.95 rsf
July 11, 2006 - July 10, 2009: $16.95 rsf
5th Floor - Existing Premises
-----------------------------
Base Rental Rate
-----------------
July 11, 1997 - July 10, 1999: $17.50 rsf*
July 11, 1999 - July 10, 2003: $18.00 rsf*
* In addition to normal increases in base rent due
to operating expenses and real estate tax
escalation pass-throughs with ninety (90) days
prior written notice, the stated base rent shall
be increased by all operating expense and real
estate tax escalation increases from original
lease inception through July 10, 1997.
July 11, 2002 - July 10, 2009: $20.50 rsf
6th Floor - Expansion Premises
------------------------------
July 11, 1997 - July 10, 2007: $15.50 rsf*
July 11, 2007 - July 10, 2009 $20.50 rsf*
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 6
* In addition to normal increases in base rent due
to operating expenses and real estate tax
escalation pass-throughs with ninety (90) days
prior written notice, the stated base rent shall
be increased by all operating expense and real
estate tax escalation increases from original
lease inception through July 10, 1997.
6th Floor - Existing Premises
-----------------------------
July 11, 1997 - July 10, 2002: $15.00 rsf
July 11, 2002 - July 10, 2007: $15.50 rsf*
July 11, 2007 - July 10, 2009 $20.50 rsf*
* In addition to normal increases in base rent due
to operating expenses and real estate escalation
pass-throughs with ninety (90) days prior written
notice, the stated base rent shall be increased by
all operating expense and real estate escalation
increases from original lease inception through
July 10, 1997.
Paragraph 38. FINISH WORK shall be deleted and replaced with the following:
It is acknowledged that as of the date of this lease amendment Lessee is still
entitled to the following unused tenant improvement allowances for the Existing
Premises.
UNUSED ALLOWANCES: See "Exhibit A" attached.
With reference to the Expansion Premises Lessee shall be entitled to the
following allowances.
1ST FLOOR - EXPANSION PREMISES: $10.00 per rentable square foot
-------------------------------
6TH FLOOR - EXPANSION PREMISES: $26.92 per rentable square foot
-------------------------------
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 7
Upon execution of this amendment by Lessee the tenant improvement allowance
may be utilized any portion of the New Premises at any time. Lessee shall
have the right to use Xxxxxx's own contractor as long as Lessor approves
Lessee's contractor, which consent shall not be unreasonably withheld.
Tenant improvements that are approved by Landlord shall remain and become
property of Landlord.
Lessee shall pay for all tenant improvements and shall have the right to
off-set against its rent for its actual costs not to exceed the monthly
rental amount attributed to each portion of the additional Premises for which
the work was performed. Copies of actual invoices for work performed shall
be furnished Lessor. Lessee shall be entitled to a monthly interest rate of
2% over Seattle-First National Bank's quoted prime rate until reimbursed in
full for the cost of the improvements by means of the off-set. The interest
calculation shall be computed by Xxxxxx and submitted to Lessor for credit.
In the alternative, Lessor shall have the right to pay for the tenant
improvements upon completion or at any time, provided Xxxxxx reimburses
Lessee for any balance owing Lessee for the cost of improvements incurred
plus accrued interest, if any.
Lessee shall be provided an allowance of $.12 per rentable square foot for
the Expansion Premises for space planning. In addition, Xxxxxx shall perform
all working drawings and in addition, Lessor will provide all mechanical,
electrical, structural and fire protection engineering.
Lessor will review the mechanical drawings for the Existing Premises and will
add heat pumps to create better air circulation throughout Xxxxxx's Premises
to the extent necessary to meet Tenant's reasonable requirements, if
necessary. Lessee will be reasonable in reviewing Lessor's recommendations
on this item.
Commencing after July 11, 2002, Lessor will repaint the entire Premises and
provide up to a $5.00 per rentable square foot refurbishment allowance for
the 5th and 6th floors of the Premises and a $2.00 per rentable square foot
refurbishment allowance for the 1st and 3rd floors. The refurbishment
allowance will be spent to refurbish the tenant improvements in the space as
determined by Xxxxxx and in Xxxxxx's reasonable discretion. A portion of
said allowance may be utilized at any time after the fifth year of the new
lease term.
Lessor, at its sole cost and expense, will after execution of this Lease
Amendment perform the repairs to the building as specified on Exhibit "B"
attached hereto.
Lessor shall refurbish and upgrade the elevators utilizing marble similar to
the marble in
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 8
the 0000 0xx Xxxxxx Building elevators. In addition, at July 11, 2002,
Lessor shall upgrade and maintain the elevator finishes in a first class
manner as described in Paragraph 15. SERVICES of the Prime lease dated
January 31, 1991. A new paragraph entitled TRASH RECEPTACLE shall be added
to read as follows:
"Lessor agrees to work with Xxxxxx in good faith to relocate the trash and
recycling dumpsters to another location other than the freight area. The
cost for this relocation shall be paid for from the tenant improvement
allowance. The dumpsters shall only be relocated if the final location is
approved by Lessor in Lessor's sole discretion acting in good faith."
Lessee has prior to the date of this Lease Amendment expended the sum of
$4,350.00 for a security system in Lessee's Premises. Lessee shall have the
right, at Xxxxxx's sole discretion, to submit an invoice to Xxxxxx for
reimbursement of this amount, which amount shall be paid for as part of the
tenant improvement allowance.
Paragraph 15. SERVICES of the lease shall be modified to acknowledge the
following:
1. Lessor will wash the exterior windows at least three times per
calendar year.
2. Lessor will provide janitorial service for the common areas of the
building, similar to that which is currently provided by the roving day
janitor.
3. Lessor will use its best faith efforts to control smoking at the
building entrance on Third Avenue in accordance with the Washington
Administrative Code 000-00-00000.
All prior reference to RIGHT OF FIRST REFUSAL shall be deleted and replaced with
the following:
"Lessor will provide Lessee with a Right of First Refusal to lease other
space on the second, third or fourth floors subordinate to current tenants
prior first rights. If Xxxxxx has an interested party for the space, then
Xxxxxx will notify Lessee accordingly and Xxxxxx shall have five (5) working
days from receipt of said written notice in which to agree to match the offer
on the same terms and conditions or decline to lease the space. Lessee will
be required to lease all of the Premises offered. Lessee shall not have a
right to lease only a portion of the Premises offered to Lessee. "
In the event Lessor does not have a party interested in available space in the
building,
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 9
then Lessee shall have the right to take all or a portion of said Premises
available for lease on market terms and conditions except rent, which shall
be at 95% of the market rent for similar space in the Xxxxx Regrade area.
Paragraph 39. PARKING shall be amended to provide that Lessee will be
entitled to one (1) self-parking stall per 750 rentable square foot of leased
space in the covered parking garage in the basement of the building at the
per month, per stall cost tenant is paying for other stalls under its Prime
lease. Lessee shall have the right to designate up to six (6) stalls as
reserved stalls on the upper level of the parking garage and marked
exclusively for tenant's use. The cost of these reserved stalls shall be at
the same rate Lessee is paying for its unreserved stalls. If feasible and
mutually agreed upon between Lessor and Lessee, Lessor shall provide Lessee
with sole use of the lower parking level for Lessee's exclusive parking. In
the event Lessee is not entitled to all parking spaces on the entire lower
parking level then Lessor and Lessee will mutually agree on how Xxxxxx's
unallotted stalls in the lower parking area will be leased to other tenants
of the building. Lessee shall have the right, if Lessee so elects, to put in
a security gate and a security system as mutually agreed upon at Xxxxxx's
sole expense. The cost of the security gate may be paid from the allowances
provided in this Lease Amendment.
Paragraph 52. REDUCTION OF FIRST FLOOR PREMISES shall be deleted.
Paragraph 44. SPACE REDUCTION shall not be applicable to months 1 - 60 of the
lease term but shall apply to months 61 - 144 of this new amended term.
A new paragraph entitled Agent's Fee shall read as follows:
An agent's fee shall be paid to Xxxxxx X. Xxxxxxx & Associates within 15 days
of Xxxxxx's execution of this Amendment. A table showing all current and
past due amounts and the exact dates the amounts are owing were/are owing is
shown below.
1st Floor - Existing Premises
-----------------------------
Amount: $2.50 x 15,794 rsf
Due: 1/3 upon execution, 2/3 on December 31, 2001
1st Floor - Expansion Premises
------------------------------
Amount: $3.50 x 29,263 rsf
Due: 1/2 upon execution, 1/2 upon occupancy
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 10
3rd Floor - Existing Premises
-----------------------------
Amount: $2.50 x 9,706 rsf
Due: 1/3 upon execution, 2/3 on December 31, 2001
5th Floor - Existing Premises
-----------------------------
Amount: $2.50 x 44,677 rsf
Due: 1/3 upon execution, 2/3 on December 31, 2001
6th Floor - Expansion Premises
------------------------------
Amount: $4.00 x 27,747 rsf
Due: 1/2 upon execution, 1/2 on December 31, 1996
6th Floor - Existing Premises
-----------------------------
Amount: $4.00 x 19,464 rsf
Due: June 1, 1994 plus interest @ Prime = 2%
In addition, it is agreed that any further expansions on the 2nd, 3rd
and 4th floors in the future in which agent represents Lessee shall bear an
agent's fee of $3.50 per rentable square foot, one half due upon Lease
Amendment execution and one half due upon Lease commencement.
Any amounts not paid on any amounts owing under this Lease Amendment on the
dates shown shall bear interest at the annual interest rate of 2% over
Seattle-First National Bank's quoted Prime Rate until reimbursed in full.
Lessee shall have the right to reduce rent to pay such amounts owing.
If Lessee reduces the size of the first floor premises in accordance with
Paragraph 44. SPACE REDUCTION Agent's Fee for the first floor expansion only
shall be reduced proportionately.
Except as modified herein, all other terms and conditions of the Prime Lease
as amended shall remain unchanged and in full force and effect.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 11
If you are in agreement with the above, please execute both copies and return
them to me for Xx. Xxxxx'x signature. Upon full execution I shall return one
copy to you for your files. Thank you for all your help and assistance and
we continue to look forward to satisfying your office space needs.
Very truly yours,
/s/ Xxxxxxx Xxxxx
-------------------
Attachments
cc: Xxxxx Xxxxxxx
AGREED AND ACCEPTED:
XXXXXX XXXXX REAL ESTATE * ACTIVE VOICE CORPORATION
/s/ Xxxxxx Xxxxx /s/ X. X. Xxxxxxxx
----------------------------- ----------------------------
By: X. X. Xxxxxxxx
----------------------------
Its: CEO
----------------------------
12/20/96 December 19, 1996
----------------------------- ----------------------------
Dated Dated
* This Lease Amendment shall be effective if the Bank of Nova Scotia's
Lessor's lender approves Subordination, Non-Disturbance, and Attornment
Agreement acceptable to Lessee regarding this Amendment.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 12
"EXHIBIT A"
This Exhibit sets forth the unused allowances on Xxxxxx's Existing Premises.
To alleviate any discrepancy or confusion over the amount of any allowances
owing Xxxxxx as of the date of this Lease Amendment this Exhibit is intended
solely for the purpose of clarifying any unused tenant improvement allowances
per the prior original Lease and any Amendments thereto.
1. Original Lease, Page 3, Paragraph 15. "Services". This provision provides
Lessor shall repaint and recarpet the entire space with the same quality of
materials as originally used, every five (5) years or as needed.
Determination of need shall be made by Lessee, which determination shall be
reasonable.
Lessee's rights under this provision continue under this Lease Amendment.
This provision sets forth maintenance and repair requirements under the
Lease. This obligation has nothing to do with any original tenant
improvement allowance of any of the Premises.
2. Amendment date April 27th, 1994. The April 27th, 1994 Amendment is in
reference to the Initial space taken by Xxxxxx on the sixth floor of the
building. Refer to Page 1, Paragraph 38, "Finish Work". Lessee was
provided a $10.00 per square foot allowance based on 19,464 square feet or
a total allowance towards tenant improvements of $194,640. Xxxxxx was
entitled to perform the tenant improvements and upon presentation of actual
invoices will be entitled to reimbursement from Lessor on January 1, 1997.
In the event that Lessor elects not to pay Lessee in full for the tenant
improvements then any balance owing shall be amortized at Prime + 2 and
shall be offset against the rent Lessee pays for the 19,464 square feet
on the sixth floor until reimbursed in full.
3. Amendment dated August 11th, 1994, Page 2. This Amendment is in reference
to the existing third floor Premises. Lessee was provided a $16.00 per
square foot allowance based on 9,706 square feet or a total allowance of
$155,296. Included in the $16.00 per square foot allowance was the right
to a loading ramp into Xxxxxx's third floor space according to mutually
agreeable reasonable specifications. Lessee had the right to spend or pay
for the tenant improvements and have those costs offset against its rent
for the third floor Premises. Any improvements which are not reimbursed
when incurred by Lessee shall be offset against the rent for those Premises
as provided in the Amendment.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 13
Lessor's records show that as of October 1996 Lessee has offset $47,837.59
against this allowance amount. The remaining balance is $107,458.41.
4. This provision is contained in Amendment dated August 11th, 1994, Page 5,
Paragraph 42. "Expansion Options." This provision is again a maintenance
and repair provision and is not a specific original tenant improvement
allowance for build-out of the original Premises. The provision provides
that on July 15th, 2002, Lessee shall be given a $5.00 per square foot
allowance for retrofitting the fifth floor or $223,385 ($5 x 44,677 s.f.)
to refurbish the New Premises.
Xx. Xxxxxx Xxxxxxxx
December 19, 1996
Page 14
"EXHIBIT B"
* Lessor and Lessee acknowledges that long term parking of vehicles in the
loading dock causes inconvenience to Xxxxxx's shipping/receiving
operations. Lessor will install signage limiting the amount of time
vehicles may park in the loading dock. Lessor will monitor such use on
an ongoing basis, enforce parking limitations, and impound violators.
* Lessor and Xxxxxx acknowledge the height of the canopy over the loading
dock is too low. Lessor, at Xxxxxx's option will raise the canopy.
* Lessor will remove the threshold and install a new, longer and stronger pin
at bottom of the doors and maintain the doors and locking system in a
manner consistent with first class office buildings.
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 20th day of December, 1996, before me, a Notary Public in and for
the State of Washington, personally appeared XXXXXX XXXXX, the individual who
executed the within and foregoing instrument and acknowledged said instrument
to be his free and voluntary act and deed for the uses and purposes therein
mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal, the day and year first above written.
/s/Xxxx X. Xxxxx
------------------------------------------------
Notary Public in and for the State of Washington
[SEAL] Residing at: Fall City
My commission expires: 6-1-98
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 19th day of December, 1996, before me a Notary Public in and for
the State of Washington, personally appeared XXXXXX X. XXXXXXXX to me known
to be the CEO, respectively, of Active Voice Corporation, the corporation
that executed the within and foregoing instrument, and acknowledge said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she/they
is/are authorized to execute said instrument and that the seal affixed
thereto is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal, the day and year first above written.
/s/ Xxxxx X. Xxxxxxxx
------------------------------------------------
Notary Public in and for the State of Washington
Residing at: Seattle, WA
My commission expires: 10-1-00
