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EXHIBIT 10.14
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE ("Amendment"), is made and entered into
as of this 2nd day of November, 1998, between ▇▇▇▇ Redmond Corporation, a
Washington corporation, successor in interest to Redmond East Associates, as
Lessor, and Mosaix, Inc., a Washington corporation, as Lessee.
W I T N E S S E T H:
WHEREAS, by written Lease dated as of May 20, 1991 and as first amended
by letter agreement dated July 1991 and by the Second Amendment to the Lease
dated June 1, 1997, Lessor leased to Lessee those certain Premises commonly
known as Building 17, with a street address of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ and legally described on the attached Appendix "A". The Premises are
located within a Project known as Redmond East Business Campus; and
WHEREAS, the term of Lease expires February 28, 1999; and
WHEREAS, the parties hereto desire to enter into an amendment to the
Lease to provide for the extension of the term of the Lease pursuant to the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual convenants and
conditions contained herein, the parties agree as follows:
1. TERM. Commencing March 1, 1999, the term of the Lease shall be
extended for a period of five (5) years and shall expire on February 28, 2004,
subject to and in accordance with the remaining terms and provisions set forth
in this Amendment.
2. OPTION TO TERMINATE. Lessee shall have a one-time option to
terminate ("Option to Terminate") the Lease. If Lessee elects to exercise its
Option to Terminate, Lessee shall use good faith efforts to inform Lessor in
writing of such intention, no later than the 30th month of the renewal term, or
on or before August 31, 2001. Notwithstanding the foregoing, Lessee shall have
the Option to Terminate the lease effective August 31, 2002, the 42nd month of
the Lease, with advanced written notice which must be delivered to Lessor no
later than February 28, 2002, along with payment of a termination fee in the
amount of $550,000. Time is of the essence hereof. Lessee's failure for any
reason to deliver the termination notice on or before February 28, 2002,
together with said termination fee, shall be deemed a waiver of Lessee's Option
to Terminate.
3. BASIC RENTAL. Lessee covenants and agrees to pay to Lessor
commencing March 1, 1999, in advance and without offset or deduction of any
kind, Basic Rental for the Premises as follows:
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RENT ANNUAL RENT MONTHLY RENT
PERIOD PER S.F. PER S.F. PER S.F.
------ -------- ----------- ------------
Year 1-3 $14.40 $1,195,617.60 $ 99,634.80
Year 4-5 $15.70 $1,303,555.30 $108,629.61
Address for payment of rent:
▇▇▇▇ Redmond Corporation
t/a Redmond East Business Campus
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Or, by wire transfer:
Nations Bank (South)
ABA #▇▇▇-▇▇▇-▇▇▇
Account Number 3251832509
▇-▇▇▇-▇▇▇-▇▇▇▇
4. TENANT IMPROVEMENTS. Lessor shall provide Tenant Improvements
including carpet, paint and miscellaneous HVAC modifications in accordance with
the attached Appendix "B."
5. ADDITIONAL RENTAL. (a) Lessee's Proportionate Share as to all
Operating Costs relating solely to Building 17 is 100%, including, without
limitation, taxes, property insurance, HVAC maintenance and repairs, elevator
maintenance and repairs, building management fee, and window cleaning; (b)
Lessee's Proportionate Share (based upon a total of 399,741 rentable square feet
in the buildings) of all Operating Costs in the Project, excluding all Operating
costs attributable to all or any part of any building in the Project, including,
without limitation, landscape costs, parking lot repair and maintenance, and
Lessor's property and liability insurance costs, shall be 20.77% and (c) an
amount fairly and equitably apportioned by Landlord, based on the square feet in
the Premises and the total square feet in the remainder of the buildings in the
Lessor's portfolio, of Lessor's administration, overhead and salary costs.
6. NOTICES. All notices, consents, approvals and similar communications
to be given by one party to the other under this Lease, shall be given in
writing, mailed or personally delivered as follows:
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A. Lessor. To Lessor as follows: with a copy to:
▇▇▇▇ REDMOND CORPORATION CARRAMERICA REALTY CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ 1850 "K" Street NW, Suite 500
Redmond, Washington 98052 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Market Officer Attn: Lease Administration
or to such other person at such other address as Lessor may designate by notice
to Lessee.
B. Lessee. To Lessee as follows:
MOSAIX, INC.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: John Flavio
or to such other person at such other address as Lessee may designate by notice
to Lessor.
Mailed notices shall be sent by United States certified or registered
mail, or by a reputable national overnight courier service, postage prepaid.
Mailed notices shall be deemed to have been given on the earlier of actual
delivery or three (3) business days after posting in the United States mail in
the case of registered or certified mail, and one business day in the case of
overnight courier.
7. COMMISSIONS. Within thirty (30) days after the execution of this
Amendment by both parties and receipt by Lessor of Pacific Real Estate Partner's
commission invoice therefor, Lessor agrees to pay to Pacific Real Estate
Partners a commission of 2.5% of the Basic Rental payable hereunder for the
first 42 months of the Lease. If Lessee does not give Lessor notice by February
28, 2002 of its intent to exercise its Option to Terminate the Lease, then
Lessor agrees to pay a 2.5% commission of the Basic Rentable payable for the
remaining eighteen (18) months of the Term, within thirty (30) days after
receipt of Pacific Real Estate Partner's commission invoice therefor. Lessor and
Lessee each represent and warrant to the other that neither has dealt with any
other broker or agent other than Pacific Real Estate Partners in connection with
this transaction and each shall indemnify and hold the other harmless from any
commissions or fees claimed by any person or entity with whom the indemnifying
party has dealt in connection herewith except that Lessee shall have no
indemnification obligation with respect to Pacific Real Estate Partners.
8. NO OTHER MODIFICATIONS. Except as expressly modified by this Sixth
Amendment, the terms and conditions of the Lease, as previously amended, shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Lease.
LESSOR: LESSEE:
▇▇▇▇ REDMOND CORPORATION, MOSAIX, INC.,
a Washington corporation a Washington corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ Wm. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------- -----------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print Name: Wm. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------- ---------------------------
Print Title: Managing Director Print Title: General Counsel and
---------------------- --------------------------
Assistant Secretary
--------------------------
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APPENDIX A
LEGAL DESCRIPTION
▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇-▇▇-▇▇▇▇, as filed under File No. ▇▇▇▇▇▇▇▇▇▇, Records
of King County, Washington.
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APPENDIX B
TENANT IMPROVEMENT AGREEMENT
1. TENANT IMPROVEMENTS. Lessor shall cause to be performed the
improvements (the "Tenant Improvements") in the Premises in accordance with
specifications approved by Lessee and Lessor (the "Specifications") which
approvals shall not be unreasonably withheld. The Tenant Improvements shall be
performed at the Lessee's cost, subject to the Lessor's Contribution
(hereinafter defined).
The final Specifications for the Tenant Improvements shall be prepared
by Lessor's licensed architect (or such other designated person as may be agreed
upon by the parties, if a licensed architect is not required for the scope of
the improvements) at Lessee's cost, and shall be mutually agreed upon by the
parties as set forth herein. Within sixty days after this Lease Amendment is
fully executed, Lessee, working with Lessor, shall furnish its proposed
Specifications for Lessor's review and approval. Lessor shall, within one (1)
week after receipt either approve such Specifications, or provide Lessee with
detailed comments prepared by Lessor's architect incorporating Lessee's proposed
Specifications and identifying any Lessor comments and/or modifications to the
same. If Lessor provides such detailed comments, Lessee shall, with one (1) week
after receipt of the same, either provide additional comments or approve of the
same. Lessee shall be deemed to have approved such Plans if it does not provide
comments within such time period. The process described above shall be repeated,
if necessary, until the specifications have been approved by the parties.
Notwithstanding any other term or provisions hereof, the parties agree to
cooperate with each other in good faith and to use their best reasonable efforts
to reach agreement so as to enable Lessor to submit the agreed upon
Specifications and any accompanying plans, for permit to the City of Redmond,
Washington, (if required) no later than _____________________, 1998.
Lessor, using its business expertise and knowledge of the market, and
with consultation of Lessee, shall select contractors and or subcontractors to
perform the construction of the Tenant Improvements at a commercially reasonable
cost. Mechanical and electrical engineers shall be selected by Lessor. Lessor
shall use commercially reasonable efforts to cause the Tenant Improvements to be
substantially completed, except for minor "Punch List" items, on or before
December 1, 1999, subject to Tenant Delays (as defined in Section 4 hereof) and
Force Majeure.
Lessor, or an agent of Lessor, shall provide project management
services in connection with the construction of the Tenant Improvements and the
Change Orders (hereinafter defined). Such project management services shall be
performed, at Lessee's cost, for a fee of five percent (5%) of all costs related
to the preparation of the Plans and the construction of the Initial Improvements
and the Change Orders.
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2. CHANGE ORDERS. If, prior to the Commencement Date, Lessee shall
require improvements or changes (individually or collectively, "Change Orders")
to the Premises in addition to, revision of, or substitution for the Tenant
Improvements, Lessee shall deliver to Lessor for its approval plans and
specifications for such Change Orders. If Lessor does not approve of the plans
for Change Orders, Lessor shall advise Lessee of the revisions required. Lessee
shall revise and redeliver the plans and specifications to Lessor within five
(5) business days of Lessor's advice or Lessee shall be deemed to have abandoned
its request for such Change Orders. Lessee shall pay for all preparations and
revisions of plans and specifications, and the construction of all Change
Orders, subject to Lessor's Contribution.
3. LESSOR'S CONTRIBUTION. Lessor shall contribute an amount up to
$415,145 ("Lessor's Contribution") toward the costs incurred for the Tenant
Improvements, inclusive of Lessor's project management services, and any Change
Orders. Lessor has no obligation to pay for costs of the Tenant Improvements or
Change Orders in excess of Lessor's Contribution, notwithstanding any other
provision hereof. If the cost of the Tenant Improvements and/or Change Orders
exceeds the Lessor's Contribution, Lessee shall pay such overage to Lessor prior
to commencement of construction of the Tenant Improvements and/or Change Orders.
4. TENANT DELAY. Tenant Improvements shall be substantially completed
by December 1, 1999 except to the extent that the delay shall be caused by any
one or more of the following (a "Tenant Delay"):
(a) Lessee's request for Change Orders whether or not any such
Change Orders are actually performed; or
(b) Contractor's performance of any Change Orders; or
(c) Lessee's request for materials, finishes or installations
requiring unusually long lead times; or
(d) Lessee's delay in reviewing, revising or approving plans
and specifications beyond the periods set forth herein; or (e) Lessee's delay in
providing information critical to the normal progression of the project. Lessee
shall provide such information as soon as reasonably possible, but in no event
longer than one week after receipt of such request for information from the
Lessor;or
(f) Lessee's delay in making payments to Lessor for costs of
the Tenant Improvements and/or Change Orders in excess of the Lessor's
Contribution; or
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(g) Any other act or omission by Lessee, its agents,
contractors or persons employed by any of such persons.
5. MISCELLANEOUS.
Terms used in this Appendix B shall have the meanings assigned to them
in the Lease. The terms of this Appendix B are subject to the terms of the
Lease.
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DISTRICT OF COLUMBIA )
) ss.
)
On this 6th day of November 1998, before me, the undersigned, a Notary
Public in and for the District of Columbia, duly commissioned and sworn as such,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Managing Director
of ▇▇▇▇ Redmond Corporation, the corporation that executed the within and
foregoing instrument, and acknowledged the 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 was authorized to execute said instrument,
and that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Printed Name
NOTARY PUBLIC in and for the District of
Columbia, residing at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
My commission expires: March 14, 2003
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 2nd day of November 1998, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn as such,
personally appeared Wm. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to me known to be the General Counsel
of Mosaix, Inc., the corporation that executed the within and foregoing
instrument, and acknowledged the 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 was authorized to execute said instrument, and
that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Signature
▇. ▇. ▇▇▇▇▇▇▇▇▇
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Printed Name
NOTARY PUBLIC in and for the State of
Washington, residing at Kirkland
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My commission expires: 10/29/01
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