EXHIBIT 10.18
LEASE AMENDMENT II
The parties to this Amendment are Westlake Center Associates Limited
Partnership, a Washington limited partnership, hereinafter called "Lessor", and
PRIMUS KNOWLEDGE SOLUTIONS, INC. formerly doing business as PRIMUS
COMMUNICATIONS, formerly known as SYMBOLOGIC CORPORATION hereinafter called
"Lessee."
Whereas the parties hereto have heretofore entered into a Lease executed
under the date of July 28, 1995, in and to 8,065 square feet on the Eighteenth
Floor and 16,660 square feet on the Nineteenth Floor, for a combined total of
24,725 square feet, known as Suite 1900, and further amended by a Lease
Amendment executed under the date of January 27, 1999 in and to 11,686 square
feet on the Eighteenth Floor and 16,660 square feet on the Nineteenth Floor, for
a combined total of 28,346 square feet, known as Suite 1900 the following
described premises in the City of Seattle, County of King, State of Washington,
to wit:
Xxxx 0, 0, 0, 0, 0, 0, 00, 00 and 12, Block 1, ADDITION TO
THE TOWN OF SEATTLE as laid off by the Heirs of XXXXX X.
XXXX, deceased (commonly known as Heirs of XXXXX X. XXXX'X
ADDITION TO THE CITY OF SEATTLE) according to the plat
recorded in Volume 1 of Plats, page 103, in King County, Washington;
EXCEPT the Southwesterly 12 feet of said Lots 1, 2 and 3
condemned by the City of Seattle in King County Superior
Court Cause No. 52280, for the widening of Fourth Avenue, as
provided by Ordinance 13776 of said City; and
EXCEPT the Southeasterly 7 feet of said Lots 1 and 12
condemned by the City of Seattle, in King County Superior
Court Cause No. 57057 for the widening of Pine Street as
provided by Ordinance 14500 of said City;
TOGETHER WITH all of the vacated alley lying within said
Block 1. The Property is generally bounded by Fifth Street
on the east, Pine Street on the south, Fourth Avenue on the
west, and Olive Way on the north.
Whereas the parties desire to renew the Lease and expand the Premises by an
additional 4,974 square feet of Net Rentable Area on the 18th Floor and 16,430
square feet of Net Rentable Area on the 10th Floor for a total expansion of
21,404 square feet of Net Rentable Area of said Lease. Now, therefore, for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree to amend the Lease, effective June 1, 2000, as
follows:
1. Section 1(b), Premises, is amended to show that the square footage of
the Premises has been revised from 28,346 S.F. to 49,750 S.F.
Therefore, Section 1(b), Premises, is amended to read as follows:
"Premises: Consisting of 16,660 square feet of net rentable area on
the 19th floor 16,660 square feet of net rentable area on the 18th
floor and 16,430 square feet of net rentable area on the 10th floor
for a combined total of 49,750 square feet of net rentable area of the
building, as outlined on the floor plan attached hereto as Exhibit C-
2, including tenant improvements, if any, as described in Exhibit X-
0."
Section 1(b), Premises, is further amended to allow Lessor to re-
measure the Premises during the term of this Amendment using the
current the BOMA standard for measurement provided, however, that said
measurement shall not alter Lessee's Basic Monthly Rent as stipulated
in this Lease Amendment II.
2. Section 1(c), Floor Areas, is amended to show that the agreed rentable
area of the Premises has been revised from 28,346 square feet to
49,750 square feet. Therefore, Section 1(c) is amended to read as
follows:
"The agreed net rentable area of the Premises is 49,750 square feet
and of the building is 335,850 square feet."
1
3. Section 1(e), Commencement Date, is amended to show the terms for the
Lease Renewal and Lease Expansion spaces commence- as follows:
Suite Square Footage Commencement Date Renewal/Expansion
----- -------------- ----------------- -----------------
1815 1,475 June 1, 2000 Expansion
1000 16,430 September 1, 2000 Expansion
1800 3,499 November 1, 2000 Expansion
1801 11,686 November 1, 2000 Renewal
1900 16,660 November 1, 2000 Renewal
------
TOTAL 49,750
4. Section 1(f), Expiration Date, for the existing 28,346 square feet is
amended by deleting October 31, 2000 and inserting October 31, 2005 as
the new Lease expiration date. The expiration date for the 21,404
square feet of expansion space shall be co-terminus with the 28,346
square feet. Therefore, the expiration date for the 49,750 square feet
shall be October 31, 2005.
5. Section 1(j), Exhibits, is amended to include the attached Exhibit X-
0, Xxxxxx Improvements for Expansion and Existing Space, replacing the
existing Exhibits A and A-1.
6. Section 1(j), Exhibits, is amended to include the attached Exhibit C-
2, The Premises - Existing and Expansion, replacing the existing
Exhibits C and C-1.
7. Attachment II, Special Provision #2, Monthly Rent, shall be amended to
include an additional 21,404 net rentable square feet and include a
rental rate structure for the Renewal Term. Therefore, the rental
rate structure in Attachment II, Special Provision #2, of the Lease
Agreement, shall be adjusted to reflect increases to the Net Rentable
Area, Term Extension and Monthly Rent upon substantial completion of
the tenant improvements as outlined in the attached Exhibit A-2 as
follows:
Square Basic Basic
Feet of Annual Monthly
Period NRA Floor Rental Rate Rent
---------------------------------- ------ ------- ----------- -----------
06/01/00 - 10/31/02 1,475 18th $33.00 $ 4,056.25
09/01/00 - 10/31/02 16,430 10th $30.00 $ 41,075.00
11/01/00 - 10/31/02 15,185 18th $33.00 $ 41,758.75
11/01/00 - 10/31/02 16,660 19th $33.00 $ 45,815.00
------ -----------
TOTAL: 49,750 $132,705.00
Square Basic Basic
Feet of Annual Monthly
Period NRA Floor Rental Rate Rent
---------------------------------- ------ ------- ----------- -----------
11/01/02 - 10/31/03 16,430 10th $31.00 $ 42,444.17
11/01/02 - 10/31/03 16,660 18th $34.00 $ 47,203.33
11/01/02 - 10/31/03 16,660 19th $34.00 $ 47,203.33
------ -----------
TOTAL: 49,750 $136,850.83
Square Basic Basic
Feet of Annual Monthly
Period NRA Floor Rental Rate Rent
---------------------------------- ------ ------- ----------- -----------
11/01/03 - 10/31/05 16,430 10th $32.00 $ 43,813.33
11/01/03 - 10/31/05 16,660 18th $35.00 $ 48,591.67
11/01/03 - 10/31/05 16,660 19th $35.00 $ 48,591.67
------ -----------
TOTAL: 49,750 $140,996.67
2
8. Attachment I, Special Provision #23, Brokers, is deleted in its
entirety and replaced with a new Special Provision #23, Brokerage
Fees, as follows:
"Lessor shall pay Colliers Xxxxxxxx Xxxxxxx International a brokerage
fee as follows:
Brokerage Fee Brokerage
Suite Square Footage Per Square Foot Commission
----- -------------- --------------- -----------
1815 1,475 $3.50 $ 5,162.50
1000 16,430 $3.50 $ 57,505.00
1800 3,499 $3.50 $ 12,246.50
1801 11,686 $1.75 $ 20,450.50
1900 16,660 $1.75 $ 29,155.00
TOTAL: 49,750 $124,519.50
Lessee warrants that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Lease
Amendment II excepting only Colliers Xxxxxxxx Xxxxxxx International
and it knows of no other real estate broker or agent who is entitled
to a commission in connection with this Lease Amendment II."
9. Attachment II, Special Provision #6, Parking, is hereby amended to
show that Lessee shall have the option to enter into parking contracts
for up to seventeen (17) additional parking contracts for a total of
forty (40) parking contracts. Said contracts shall be available upon
commencement of expansion spaces as follows:
Commencement Date of Expansion Parking Contracts Available
------------------------------ ---------------------------
June 1, 0000 Xxx (1)
September 1, 2000 Thirteen (13)
November 1, 2000 Three (3)
Tenants may use these parking contracts throughout the term of this
Agreement at the prevailing rate charged by the operator of the garage
plus all applicable Washington State and local taxes. Additional
parking may be taken with any future expansion in the building at a
ratio of 1/1,200 square feet of Net Rentable Area at the prevailing
rate charged by the operator of the garage plus all applicable
Washington State and local taxes.
10. Attachment II, Special Provisions, Number 3, Lease Renewal Options is
hereby deleted in its entirety.
11. Attachment II, Special Provisions, Number 4, Expansion Option/Right of
First Offer is hereby deleted in its entirety and replaced with the
following:
"Subject to the rights of existing tenants as stated below, Lessee
shall have a one (1) time Right of First Offer to lease the following
spaces as summarized immediately following:
Net Current Lease Pre-Existing
Suite Rentable Area Expiration Date Tenant Options
----- ------------- --------------- --------------------------
610 12,301 01/31/01 Existing tenant has one
renewal right for three
additional years
1100 5,242 12/31/02 Right of First Refusal To
Expand into Suite 1102
During Current Term.
Tenant has no Renewal
Rights.
1101 9,903 10/31/02 None.
1102 1,285 03/31/00 None.
3
Lessee shall exercise its Right of First Offer by written notice to
Lessor within ten (10) days following receipt of written notice from
Lessor stating that the Additional Premises is available for lease and
the market rental rate and terms under which the space is available.
Lessor may issue its written notice up to nine (9) months in advance
of the date said space is due to come available.
In the event that Lessee exercises the right granted herein, Lessor
and Lessee shall enter into an amendment to the Lease to incorporate
the Additional Premises and to make necessary adjustments to the
Annual Basic Rent and similarly affected provisions of the Lease. In
the event Lessee declines to exercise its right as above provided for,
or fails to deliver notice thereof within the time period stipulated
above, or fails to execute the requisite amendment to this Lease, this
right of first offer shall lapse and be of no further force and
effect.
The foregoing right of first offer shall not be severed from the Lease
or separately sold, assigned, or transferred and shall be subject to
the following additional conditions, namely: (a) that, at the time
that Lessee exercises this right of first offer for any additional
space, Lessee shall not be in default of any term, covenant, or
obligation of this Lease; (b) that, at the time Lessee exercises this
right of first offer, Lessee shall be in occupancy and possession of
the Premises; and (c) the pre-existing rights of any other tenant to
the Additional Premises have not been exercised."
12. Section 9(a.9.) "Base Year" is amended such that, upon the
Commencement Dates of the spaces identified in paragraph #3 above, the
Base Year shall be converted from calendar year 1996 to a new base
year of 2000. Therefore, Section 9 (a.9.) shall read as follows:
" 'Base Year' shall mean calendar year 2000 upon the Commencement
Dates as stated in paragraph #3 above."
13. Section 6, Security Deposit is hereby amended by adding the following:
"Upon execution of this Amendment II, Lessee shall deposit with Lessor
either (a) a cash amount required to bring its total security deposit
to a sum of $140,996.67 or (b), a Letter of Credit, in a form as
mutually agreed, in the amount of Two Hundred and Fifty Thousand
Dollars ($250,000.00). Said funds shall be considered as an
additional Security Deposit toward the performance of Lessee's
obligations under the Lease Agreement and as further amended under
this agreement, Lease Amendment II."
Except as herein amended, said Lease shall remain in full force and effect
in accordance with all of its terms and provisions.
IN WITNESS HEREOF, the parties have hereinto set their hands and seals this
11th day of February, 2000.
LESSOR: LESSEE:
WESTLAKE CENTER ASSOCIATES PRIMUS KNOWLEDGE SOLUTIONS,
LIMITED PARTNERSHIP INC.
By: /s/ X. Xxxxxxx Done By: /s/ Xxxxxxxxx X. Xxxxxxx
Its: VP/Grp Dir. Its: EVP-CFO
4
ACKNOWLEDGMENT OF LESSOR
STATE OF Nevada )
) ss.
COUNTY OF Xxxxx )
On this 11th day of February, 2000, before me, the undersigned, a Notary
Public in and for the State of Nevada, duly commissioned and sworn, personally
appeared X. Xxxxxxx Done, to me known to be the VP/Group Director, that executed
the within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said partnership, for the uses and purposes
therein mentioned and on oath stated that he/she was authorized to execute said
instrument.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate above written.
/s/ Xxxx X. Xxxxxx XxXxxxx
[Notary Seal Notary Public in and for the
affixed here] State of Nevada residing at
Las Vegas
My commission expires 11/12/2001
Print Name Xxxx X. Xxxxxx XxXxxxx
ACKNOWLEDGMENT OF LESSEE
(Corporate)
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 9th day of February, 2000, before me personally appeared Xxxxxxxxx
X. Xxxxxxx to me known to be the Exec. VP & CFO of the corporation that executed
the within and foregoing lease, 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 they were authorized to execute said
instrument and that the seal affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Xxxx Xxxxxxxxx
Notary Public in and for the State of
[Notary Seal Washington residing at Bothell
affixed here] My commission expires 12/25/2000
Print Name Xxxx Xxxxxxxxx
5
EXHIBIT A-2
TENANT IMPROVEMENTS FOR EXPANSION
AND
EXISTING SPACE
Effective upon the execution of this Lease Amendment II by Lessor and
Lessee, Lessor shall make available to Lessee, under terms as stipulated
below, a Tenant Improvement Allowance for physical improvements to the
entire existing and expanded Premises of up to, but not to exceed three
hundred thirty thousand nine hundred dollars ($330,900).
Said Tenant Improvement Allowance is to be used by December 31, 2001 at
which time all remaining sums, if any, not used by Lessee shall revert back
to Lessor. All sums for work done in the Premises over the Tenant
Improvement Allowances as stated above shall be the sole responsibility of
Lessee.
Tenant Improvements shall mean only physical improvements made to the
Premises and shall exclude trade fixtures, furniture, movable furniture
partitions, storage shelving, installing telephones, telephone and cables,
computer/data cable, fine finish items such as wall coverings, etc., and
similar items.
Lessee shall use Lessor or other Lessor approved contractor for its tenant
improvement work. Lessee understands it will be required to use Lessor's
sub-contractors for any, and all, HVAC, Mechanical and electrical work to
be completed in the Premises.
In the event that Lessee contracts with an approved third party contractor
for Tenant Improvements, Lessee may submit a request for reimbursement of
said expenses based on actual invoices from Lessee's contractors and or
vendors along with lien releases for the work performed in the Premises.
Lessor shall reimburse Lessee within thirty (30) days after receipt of the
reimbursement request, but not prior to the commencement of the renewal and
expansion of the Premises or the date that the Tenant Improvement Allowance
has been made available as stated above. In the event that Lessee employs
a third party contractor to provide construction services for tenant
improvements, Lessee shall pay to Lessor a fee equal to ten percent (10%)
of the total tenant improvement allowance to compensate Lessor for costs
associated with the coordination, review and monitoring of Lessee's
contractor during the construction period.
All improvements made to the Premises are subject to Section 11,
Alterations by Lessee, of the Lease Agreement and must be approved in
writing by Lessor prior to the commencement of any improvements.
6
EXHIBIT C-2
THE PREMISES - EXISTING AND EXPANSION
Page 1 of 3
[Primus Suite 1000
16,430 NRA
Expansion Period: 01-Sep-00 - 31-Oct-05
DIAGRAM HERE]
WESTLAKE CENTER OFFICE TOWER
TENTH FLOOR
XXXXXXX XxXXXXXX & Co.
206-682-2680
XXXXX XXXXXXX
7
EXHIBIT C-2
THE PREMISES - EXISTING AND EXPANSION
Page 2 of 3
[Primus Suite 1801
11,686 NRA
Existing Lease Expires: 31-Oct-00
Renewal Period: 01-Nov-00 - 31-Oct-05
Primus Suite 1800
3,499 NRA
Expansion Period: 01-Nov-00 - 31-Oct-05
Primus Suite 1815
1,475 NRA
Expansion Period: 01-Jun-00 - 31-Oct-05
DIAGRAM HERE]
WESTLAKE CENTER OFFICE TOWER
EIGHTEENTH FLOOR
XXXXXXX XxXXXXXX & Co.
206-682-2680
XXXXX XXXXXXX
8
EXHIBIT C-2
THE PREMISES - EXISTING AND EXPANSION
Page 3 of 3
[Primus Suite 1900
16,660 NRA
EXISTING LEASE EXPIRES: 31-OCT-00
Renewal Period: 01-Nov-00 - 31-Oct-05
DIAGRAM HERE]
WESTLAKE CENTER OFFICE TOWER
NINETEENTH FLOOR
XXXXXXX XxXXXXXX & Co.
206-682-2680
XXXXX XXXXXXX
9
