EXHIBIT 10.24
Tenant Expansion Amendment
Improvement Allowance
TENTH AMENDMENT
This Tenth Amendment (the "Amendment") is made and entered into as of the
5/th/ day of April, 1999, by and between EOP Northwest Properties, L.L.C., a
Delaware limited liability company ("Landlord"), and Xxxxx XxxXxxxxx
Incorporated, a Washington corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord (as successor in interest to Xxxxxx-Xxxxxxx Seattle, a
Washington general partnership) and Tenant (as successor in interest to
Cable, Xxxxx & Xxxxx) are parties to that certain lease dated the 8/th/
day of November, 1983, for space currently containing approximately 35,285
rentable square feet (the "Original Premises") described as Suite Nos.
3710, 3760, 3780, 4150 and 4300 on the thirty-seventh (37/th/), forty-first
(41/st/) and forty-third (43/rd/) floors of the building commonly known as
First Interstate Center and the address of which is 000 Xxxxx Xxxxxx,
Xxxxxxx, XX 00000 (the "Building"), which lease has been previously amended
or assigned by instruments dated December 19, 1998, August 24, 1992
("Second Amendment"), June 1, 1993 ("Third Amendment"), July 20, 1995
("Fourth Amendment"), April 30, 1997 ("Fifth Amendment"), June 6, 1997
("Sixth Amendment"), September 26, 1997 ("Seventh Amendment"), September
21, 1998 ("Eighth Amendment") and November 6, 1998 ("Ninth Amendment")
(collectively, the "Lease"); and
B. WHEREAS, Tenant has requested that additional space known as Suite Nos.
4160 and a portion of Suite 4140 containing approximately 2,367 rentable
square feet on the forty-first (41/st/) floor of the Building shown on
Exhibit A hereto (the "05/15/99 Expansion Space") be added to the Original
Premises and that the Lease be appropriately amended and Landlord is
willing to do the same on the terms and conditions hereinafter set forth;
C. WHEREAS, the Lease by its terms shall expire on February 28, 2002 ("Prior
Expiration Date"), and the parties desire to extend the Term of the Lease
only for the 05/15/99 Expansion Space, all on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
1. Expansion and Effective Date. Effective as of the Expansion Effective
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Date (as hereinafter defined), the Premises, as defined in the Lease,
is increased from 35,285 rentable square feet on the thirty-seventy
(37/th/), forty-first (41/st/) and forty-third (43/rd/) floors to
37,652 rentable square feet on the thirty-seventh (37/th/), forty-
first (41/st/) and forty-third floors (43/rd/) by the addition of the
05/15/99 Expansion Space, and from and after the Expansion Effective
Date, the Original Premises and the 05/15/99 Expansion Space,
collectively, shall be deemed the Premises, as defined in the Lease.
The Lease term for the 05/15/99 Expansion Space shall commence on the
Expansion Effective Date and end on the 05/15/99 Expansion Expiration
Date (defined below). The 05/15/99 Expansion Space is subject to all
the terms and conditions of the Lease except as expressly modified
herein and except that Tenant shall not be entitled to receive any
allowances, abatements or other financial concessions granted with
respect to the Original Premises unless such concessions are expressly
provided for herein with respect to the 05/15/99 Expansion Space.
A. The Expansion Effective Date shall be May 15, 1999 ("Expansion
Effective Date").
B. The Expansion Effective Date shall be delayed to the extent that
Landlord fails to deliver possession of the 05/15/99 Expansion
Space for any reason, including but not limited to, holding over
by prior occupants. Any such delay in the Expansion Effective
Date shall not subject Landlord to any liability for any loss or
damage resulting therefrom. If the Expansion Effective Date is
delayed, the 05/15/99 Expansion Expiration Date under the Lease
shall not be similarly extended.
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II. Extension. The Term with respect to the 05/15/99 Expansion Space only is
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hereby extended for a period of twenty-seven (27) months and shall expire
on May 31, 2004 ("05/15/99 Expansion Expiration Date"), unless sooner
terminated in accordance with the terms of the Lease.
III. Monthly Rent.
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In addition to Tenant's obligation to pay Rent for the Original Premises,
Tenant shall pay Landlord the sum of Four Hundred Ninety Two Thousand Six
Hundred Fifty-Five and 59/100 Dollars ($492,655.59) as Rent for the
05/15/99 Expansion Space in sixty-one (61) monthly installments as follows:
A. One (1) installment of Four Thousand Four Hundred Sixty One and 99/100
Dollars ($4,461.99) [representing seventeen (17) days at $262.47 per
diem] payable on or before May 15, 1999, as applicable to the period
beginning May 15, 1999, and ending May 31, 1999.
B. Sixty (60) equal installments of Eight Thousand One Hundred Thirty-Six
and 56/100 Dollars ($8,136.56) each payable on or before the first day
of each month during the period beginning June 1, 1999, and ending May
31, 2004.
All such Rent shall be payable by Tenant in accordance with the terms of
Section 4 of the Lease.
IV. Additional Security Deposit. Upon Tenant's execution hereof, Tenant shall
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pay Landlord the sum of Zero Dollars ($-0-) which is added to and becomes
part of the Security Deposit, if any, held by Landlord as provided under
the Lease as security for payment of Rent and the performance of the other
terms and conditions of the Lease by Tenant. Accordingly, simultaneous with
the execution hereof, the Security Deposit is not increased from $0.00.
V. Tenant's Percentage of the Building. For the period commencing with the
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Expansion Effective Date and ending on the 05/15/99 Expansion Expiration
Date, Tenant's Percentage of the Building for the 05/15/99 Expansion Space
is two thousand five hundred six ten-thousandths percent (0.2506%).
VI. Operating Costs and Taxes. For the period commencing with the Expansion
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Effective Date and ending on the 05/15/99 Expansion Expiration Date, Tenant
shall pay for its pro rata share of Operating Costs and Taxes applicable to
the 05/15/99 Expansion Space in accordance with the terms of Sections 8 and
9 of the Lease, as amended; provided, however, during such period, the Base
Year for the computation of Tenant's pro rata share of Operating Costs and
Taxes applicable to the 05/15/99 Expansion Space is 1999.
VII. Improvements to 05/15/99 Expansion Space.
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A. Condition of 05/15/99 Expansion Space. Tenant has inspected the
05/15/99 Expansion Space and agrees to accept the same "as is" without
any agreements, representations, understandings or obligations on the
part of Landlord to perform any alterations, repairs or improvements,
except as may be expressly provided otherwise in this Amendment.
B. Cost of Improvements to 05/15/99 Expansion Space. Provided Tenant is
not in default, Tenant shall be entitled to receive an improvement
allowance (the "05/15/99 Expansion Improvement Allowance") in an
amount not to exceed Twenty-Three Thousand Six Hundred Seventy and
no/100 Dollars ($23,670.00) (i.e., $10.00 per rentable square foot of
the 05/15/99 Expansion Space) to be applied toward the cost of
performing Tenant's initial construction, alteration or improvement
of the 05/15/99 Expansion Space, including but not limited to the cost
of space planning, design and related architectural and engineering
services. In the event the total cost of Tenant's initial improvements
to the 05/15/99 Expansion Space exceeds the 05/15/99 Expansion
Improvement Allowance, Tenant shall pay for such excess upon demand.
The entire unused balance of the 05/15/99 Expansion
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Improvement Allowance, if any, shall accrue to the sole benefit of
Landlord. Landlord shall pay such 05/15/99 Expansion Improvement
Allowance directly to the contractors retained to perform the
construction, design or related improvement work to the 05/15/99
Expansion Space.
C. Responsibility for Improvements to 05/15/99 Expansion Space. Landlord
shall enter into a direct contract for Tenant's initial improvements
to the 05/15/99 Expansion Space with a general contractor selected by
Landlord. Tenant shall devote such time in consultation with Landlord
or Landlord's architect as may be required to provide all information
Landlord deems necessary in order to enable Landlord to complete, and
obtain Tenant's written approval of, the plans for Tenant's initial
improvements to the 05/15/99 Expansion Space in a timely manner. All
plans for Tenant's initial improvements to the 05/15/99 Expansion
Space shall be subject to Landlord's consent, which consent shall not
be unreasonably withheld. If the cost of such improvements exceeds the
05/15/99 Expansion Improvement Allowance, then prior to commencing any
construction of improvements to the 05/15/99 Expansion Space, Landlord
shall submit to Tenant a written estimate setting forth the
anticipated cost, including but not limited to the cost of space
planning, design and related architectural and engineering services,
labor and materials, contractor's fees, and permit fees. Within a
reasonable time thereafter, Tenant shall either notify Landlord in
writing of its approval of the cost estimate or specify its objections
thereto and any desired changes to the proposed improvements. In the
event Tenant notifies Landlord of such objections and desired changes,
Tenant shall work with Landlord to reach a mutually acceptable
alternative cost estimate.
D. Tenant acknowledges that the improvement work to the 05/15/99
Expansion Space may be performed by Landlord in the 05/15/99 Expansion
Space during Normal Business Hours subsequent to the 05/15/99
Expansion Effective Date. Landlord and Tenant agree to cooperate with
each other in order to enable the improvement work to the 05/15/99
Expansion Space to be performed in a timely manner and with as little
inconvenience to the operation of Tenant's business as is reasonably
possible. Notwithstanding anything herein to the contrary, any delay
in the completion of the improvement work to the 05/15/99 Expansion
Space or inconvenience suffered by Tenant during the performance of
the improvement work to the 05/15/99 Expansion Space shall not subject
Landlord to any liability for any loss or damage resulting therefrom
or entitle Tenant to any credit, abatement or adjustment of Rent or
other sums payable under the Lease.
VIII. Early Access to 05/15/99 Expansion Space. During any period that Tenant
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shall be permitted to enter the 05/15/99 Expansion Space prior to the
Expansion Effective Date (e.g., to perform alterations or improvements, if
any), Tenant shall comply with all terms and provisions of the Lease,
except those provisions requiring payment of Rent or Additional Rent as to
the 05/15/99 Expansion Space. If Tenant takes possession of the 05/15/99
Expansion Space prior to the Expansion Effective Date for any reason
whatsoever (other than the performance of work in the 05/15/99 Expansion
Space with Landlord's prior approval), such possession shall be subject to
all the terms and conditions of the Lease and this Amendment, and Tenant
shall pay Rent and Additional Rent as applicable to the 05/15/99 Expansion
Space to Landlord on a per diem basis for each day of occupancy prior to
the Expansion Effective Date.
IX. Other Pertinent Provisions. Landlord and Tenant agree that, effective as
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of the date hereof (unless different effective date(s) is/are specifically
referenced in this Section), the Lease shall be amended in the following
additional respects:
A. Parking. Effective as of the Expansion Effective Date, Paragraph 18A,
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"Parking", of Exhibit C, Addendum to Lease, is deleted in its entirety
from Article IX.A of the Ninth Amendment and the following shall be
substituted in lieu thereof:
18. Parking.
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A. During the period commencing on the Expansion Effective Date
and ending on the 05/15/99 Expansion Expiration Date, Tenant
agrees to lease from Landlord and Landlord agrees to lease
to Tenant up to a maximum of twenty four (24) unreserved,
self-park parking spaces (collectively, the "Spaces") plus
two (2) unreserved valet-park parking spaces on a monthly as
available basis, as determined by Landlord, in the Building
garage ("Garage") for the use of Tenant and its employees.
During the period commencing March 1, 2002 and ending on
November 30, 2003, Tenant shall have the right to lease from
Landlord and Landlord agrees to lease to Tenant up to a
total of three (3) unreserved, self-park parking spaces
(collectively, the "Spaces") in the Building garage
("Garage") for the use of Tenant and its employees. During
the period commencing December 1, 2003, and ending May 31,
2004, Tenant agrees to lease from Landlord and Landlord
agrees to lease to Tenant up to a total of one (1)
unreserved, self-parking parking space in the Building
garage for the use of Tenant and its employees. No
deductions or allowances shall be made for days when Tenant
or any of its employees does not utilize the parking
facilities or for Tenant utilizing less than all of the
Spaces. Tenant shall not have the right to lease or
otherwise use more than the number of reserved and
unreserved Spaces set forth above.
B. Paragraph VII, "Mutual Termination Option", of the Eighth Amendment is
deleted in its entirety and is null, void and of no further force or
effect.
C. CONTINGENCY. This Tenth Amendment is expressly contingent upon
Landlord entering into a satisfactory early termination agreement with
the previous occupant of the 05/15/99 Expansion Space. In the event
Landlord is unable to enter into such termination agreement on or
before April 10, 1999, this Tenth Amendment is null, void and of no
further force or effect.
D. Deleted Provisions. Exhibit B, "Tenant Improvements", Exhibit B.1,
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"Tenant Improvement Plans" and Exhibit B.2, "Tenant Improvements Paid
by Tenant", of the Lease; Exhibit D, "Tenant Improvements to be Done
in 1992 in Conjunction with the Second Amendment", of the Second
Amendment; Exhibit E, "Tenant Improvement Budget dated 07/09/92", of
the Second Amendment; Exhibit F, "Tenant Improvements to be Done in
1993 in Conjunction with the Third Amendment", of the Third Amendment;
Exhibit G, "Tenant Improvements in Conjunction with Fourth Amendment",
of the Fourth Amendment; Exhibit B.3, "Tenant Improvements in
Conjunction with Fifth Amendment", of the Fifth Amendment; Exhibit
B.4, "Tenant Improvements in Conjunction with Sixth Amendment", of the
Sixth Amendment; and Exhibit B.5, "Tenant Improvements in Conjunction
with Seventh Amendment", of the Seventh Amendment; shall all be
deleted in their entirety and are null, void and of no further force
or effect.
E. Landlord and Tenant specifically agree that neither of Tenant's
options to extend the Lease term pursuant to item 15 of Exhibit C to
the Lease shall apply to the 05/15/99 Expansion Space. Such extensions
shall apply only to the original Premises.
X. Miscellaneous.
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A. This Amendment sets forth the entire agreement between the parties
with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Tenant be entitled to any Rent abatement,
improvement allowance,
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leasehold improvements, or other work to the Premises, or any
similar economic incentives that may have been provided Tenant
in connection with entering into the Lease, unless specifically
set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of inconsistency between the provisions of the Lease
and this Amendment, the provisions of this Amendment shall govern
and control.
D. Submission of this Amendment by Landlord is not an offer to enter
into this Amendment but rather is a solicitation for such an
offer by Tenant. Landlord shall not be bound by this Amendment
until Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt with
no broker other than Behar Company ("Tenant's Broker") in
connection with this Amendment. Tenant agrees to idemnify and
hold Landlord and Landlord Related Parties harmless from all
claims of any brokers other than Tenant's Broker claiming to have
represented Tenant in connection with this Amendment. Landlord
hereby represents to Tenant that Landlord has dealt with no
broker in connection with this Amendment other than Xxxxxx
Runstad & Company ("Landlord's Broker"). Landlord agrees to
idemnify and hold Tenant and Tenant Related Parties harmless from
all claims of any brokers other than "Landlord's Broker"
claiming to have represented Landlord in connection with this
Amendment.
G. This amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below
shall agree that their guarantee shall apply to the Lease as
amended herein, unless such requirement is waived by Landlord in
writing.
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
LANDLORD: EOP Northwest Properties, L.L.C.,
a Delaware limited liability company
By: EOP Northwest Properties, Inc.
a Delaware corporation,
Its manager
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Vice President - Leasing
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TENANT: Xxxxx XxxXxxxxx Incorporated,
a Washington corporation
By: /s/ Xxxxxx Xxxxxxx Xx.
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Name: Xxxxxx X. Xxxxxxx Xx.
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Title: Vice Chairman & COO
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GUARANTORS (and spouses):
None
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THIS PAGE IS REQUIRED IF PROPERTY IS IN DELAWARE,
MICHIGAN, OHIO, UTAH, WASHINGTON, D.C. OR WASHINGTON STATE
LANDLORD ACKNOWLEDGEMENTS
STATE OF Colorado )
COUNTY OF Arapahoe ) ss:
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that Xxxx Gailander, personally known to me to be
the Vice President Leasing of EOP Northwest Properties, Inc., a Delaware
corporation, manager of EOP Northwest Properties, L.L.C., a Delaware limited
liability company, and personally known to me to be the same person whose name
is subcribed to the foregoing instrument, appeared before me this day in person
and acknowledged that as such officer of said entity being authorized so to do,
(s)he executed the foregoing instrument on behalf of said entity, by subscribing
the name of such entity by himself/herself as such officer, as a free and
voluntary act, and as the free and voluntary act and deed of said entity, for
the uses and purposes therein set forth.
Given under my hand and official seal this 17 day of May 1999.
Notary Public /s/ Xxxxxxxx Xxx Xxxxxxx
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[SEAL]
Printed Name /s/ Xxxxxxxx Xxx Xxxxxxx
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My Commission Expires: 1.14.2001
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TENANT ACKNOWLEDGEMENTS
Corporation
STATE OF Washington )
COUNTY OF King ) ss:
On this the 19/th/ day of April, 1999, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared Xxxxxx X. Xxxxxxx Xx. known to me to be the
Vice Chairman and COO of Xxxxx Xxxxxxxxx Incorporated, one of the parties
described in the foregoing instrument, and acknowledged that as such officer,
being authorized so to do, (s)he executed the foregoing instrument on behalf of
said coporation by subscribing the name of such corporation by himself/herself
as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS THEREOF, I hereunto set my hand and official seal.
Notary Public /s/ Xxxxxx Xxxxxxx
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[SEAL]
Printed Name /s/ Xxxxxx Xxxxxxx
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My Commission Expires: 4.1.2000
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EXHIBIT A
Floor Plan
Showing 05/15/99 Expansion Space
[FLOOR PLAN OF EXPANSION SPACE]
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