EXHIBIT 10.10
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE is made this 28th day of May, 1997, by and between
Xxxxx Bank N.A., as Trustee for the Multi-Employer Property Trust, successor in
interest to Xxxxx National Bank of Xxxxxxxxxx X.X., (the "Landlord") and Applied
Voice Technology, Inc., a Washington Corporation (the "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated June 30,
1989, as amended on August 16, 1990, and amended by the Second Amendment to
Lease dated September 28, 1994 (collectively referred to as the "Lease"), for
Suites 100/200 in Xxxxxxxx X-0, located at 00000 XX 000xx Xxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (the "Premises"), as more fully described in the Lease; and
WHEREAS, the current term of Lease expires January 31, 1998, and Landlord and
Tenant desire to extend the term of the Lease, and to modify the Lease
accordingly;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereby mutually agree as follows:
1. The Lease Term is hereby extended for a period of Sixty (60) months
commencing February 1, 1998 and terminating January 31, 2003.
2. Effective February 1, 1998 the Monthly Base Rent as provided for in
Paragraph 2 of the Lease shall be increased to Forty Six Thousand Six Hundred
Twenty Six and no/100 Dollars ($46,626.00). Effective February 1, 2001 the
Monthly Base Rent as provided for in Paragraph 2 of the Lease shall be increased
to Fifty One Thousand Two Hundred Eighty Eight and no/100 Dollars ($51,288.00).
3. Tenant agrees to extend the Lease Term as set forth in Paragraph 1 above
and accept the Premises in "as in" condition except that Landlord agrees to
perform certain tenant improvements outlined in ,Exhibit C-4, attached hereto,
which shall replace and supersede Exhibits C-2 and C-3 of the Lease.
4. Effective February 1, 1998, Addendum to Paragraph 2A of the Lease and the
modification to Addendum to Paragraph 2A set for in Paragraph 6 of the Second
Amendment to Lease shall be deleted and replaced with the following:
Tenant agrees to pay to Landlord Base Rent for the Premises in advance,
without demand, deduction or set off, for the entire extended Lease Term hereof
commencing February 1, 1998 at the Monthly Base Rent set forth in Paragraph 2 of
this Third Amendment to Lease, The first such monthly installment shall be due
and payable on February 1, 1998 and a like monthly installment shall be due and
payable on or before the first day of each calendar month thereafter, except
that the Monthly Base Rent payment for any fractional calendar month at the
commencement or end of the Lease Term shall be prorated on the basis of a 30-day
month.
5. Effective February 1, 1998, Addendum to Paragraph 5E of the original Lease
and the subsequent modification to Addendum to Paragraph 5E set forth in
Paragraph 7 of the Second Amendment to Lease shall be deleted and replaced with
the following:
Landlord shall obtain for the benefit of Tenant all customer and usual
warranties from Landlord's contractors, its subcontractors and suppliers in
connection with the construction of the Landlord's Work paid for by Landlord
which are part of the Landlord Allowance, and specified in Exhibit C-4 attached
hereto. Landlord shall enforce or shall cause Landlord's contractor to enforce
such warranties at Tenant's request. Any repair covered by such a warranty shall
be excluded, for the warranty period only, from Tenant's maintenance
responsibility pursuant to Paragraph 5 of the Lease.
6. Addendum to Paragraph 7A of the Lease shall be amended and replaced with
the following:
Tenant agrees to pay as an additional charge each month for its
proportionate share of the cost of operation and maintenance of the Common Area
which shall be defined from time to time by Landlord. Common Area costs which
may be incurred by Landlord at its discretion, shall include, but not limited to
those costs incurred for lighting; electricity; gas; water; sewage; trash
removal; exterior painting; exterior window cleaning; sweeping; accounting;
policing; inspecting; sewer lines; building exterior plumbing; downspouts;
gutters; paving; landscape maintenance; plant material replacement and other
like charges; elevator contract maintenance; other miscellaneous elevator costs;
general exterior building repairs other than exterior walls; roof repairs; fire
alarm contract; miscellaneous fire protection costs; maintenance, repairs,
janitorial service and supplies for lobby area and common areas, HVAC supplies,
materials, contract maintenance, water treatment and repairs; maintenance and
repairs of building directory and other common area signage; and Landlord's fee
for supervision and administration of the items set forth in this paragraph,
which shall not exceed the lesser of the then current Landlord's percentage fee
with respect to common area charges at the Kirkland 405 Corporate Center or 10%
plus any CPI adjustment in accordance with the provision of Paragraph 13A. for
any subsequent term (with such fee calculated on costs exclusive of tax),
provided that Common Area costs shall not include the following:
(1) costs (including any costs of compliance), fines or penalties incurred
due to violations by Landlord of any governmental statute, regulation, rule or
authority;
(2) expenses reimbursed from another source including, without limitation,
reimbursement by insurance coverages, or by a governmental entity exercising its
right of domain or their governmental power;
(3) costs incurred to lease out space, including, without limitations,
leasing commissions and advertising and promotional expenditures;
(4) interest on debt or amortization payments on any mortgages or deeds of
trust and interest or penalties resulting from delayed or late payments by
Landlord;
(5) costs of refinancing the Premises or any property of which they are a
part;
(6) janitorial service and supplies for Tenant's Premises, which Premises
includes Tenants restrooms and showers;
(7) Tenant security or alarm contract (except fire alarm).
With respect to all sums payable by Tenant as additional Rent hereunder for the
repair or replacement of the air-conditioning and heating equipment servicing
the Premises which is a capital item, and which would be capitalized under
generally accepted accounting principles consistently applied ("GAAP"). Tenant
shall be required to pay only its prorata share of the cost of the repair and
replacement falling due within the Lease Term or any extension thereof based
upon the amortization of the cost of the capital item over the useful life
of such repair and replacement, as reasonably determined by Landlord in
accordance with GAAP, The Tenant shall be responsible for all costs of repair
and maintenance which are due to Tenant's negligence.
7. Addendum to Paragraph 8A. Alterations of the Lease shall be amended to add
the following at the end of the first paragraph:
"If Tenant elects to perform any alterations, additions or improvements
(individually and collectively "Tenant Alterations") to the Premises, then the
Tenant Alterations shall be performed by contractors employed by Tenant under
one or more construction contracts, in form and content approved in advance in
writing by Landlord (which approval shall not be unreasonably withheld or
delayed) and may include a requirement that the prime contractor and the
respective subcontractors: (a) be parties to, and bound by, a collective
bargaining agreement with a labor organization affiliated with the Building and
Construction Trades Council of the AFL-CIO and (b) employ only members of such
labor organizations to perform work within their respective jurisdictions."
8. Paragraph 9 of the Second Amendment to Lease shall be deleted and replaced
in its entirety with the following:
For the purpose of the extended Lease Term, Landlord agrees to allow Tenant
to replace or relocate its exterior building mounted sign (east side) at its
sole cost and expense. In addition, Landlord will allow Tenant to add a second
Building mounted sign at the west entrance (next to NE 122nd Way) to the
Building. All sign revisions shall be subject to the approval of Landlord,
Owners Association and City of Xxxxxxxx. The Landlord agrees to reasonably
assist Tenant in obtaining Owner Association approval and City of Xxxxxxxx sign
variance approval, if required. All costs related to signage modifications shall
be at the Tenant's sole cost and expense. Upon the expiration of the Lease or
earlier termination thereof, Tenant agrees to remove any sign and restore the
sign area to its original condition at the time of installation, normal wear and
tear excepted. Tenant may pay for the cost of sign modifications out of the
Landlord's Allowance.
9. Addendum to Paragraph 13 Insurance Fire and Casualty Damage of the Lease
shall be modified as follows:
In line 3 of paragraph A, after the word "Earthquake", the word "Flood"
shall be inserted.
In Line 1 of paragraph B, after the word "fire", the words "lightning,
earthquake and flood, vandalism and malicious mischief" shall be inserted.
10. Paragraph 24C (Notices) of the Lease shall be modified to read as
follows:
Xxxxx Bank N.A.
as Trustee of the Multi-Employer Property Trust
c/o Xxxxxxxx Xxxx Company
0000 000xx Xxxxxx XX
Xxxxx 000
Xxxxxxxx, XX 00000
with copy to:
1) Xxxxx Bank N.A./MEPT
000 00xx Xxxxxx X.X.
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxx
2) Xxxx Xxxxxxx
XxXxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
11. The following Paragraph shall be added as EXPANSION # 1. Effective
November l, 1998, the Premises shall be expanded by approximately 4,591 rentable
square feet (referred to as "Expansion # 1") to a total of approximately 47,630
rentable square feet. The Expansion # 1 space is located on Floor 3 and is
outlined on Exhibit A-1 attached hereto which shall replace and supercede
Exhibit A of the Lease. The Lease Term for Expansion # 1 shall be 51 months and
shall be co-terminus with the original Premises on Floors 1 and 2, Effective
November 1, 1998 through January 31, 2001 the Monthly Base Rent for Expansion #
1 per Paragraph 2 of the Lease shall be $ 5,165 per month. Effective February 1,
2001 through January 31, 2003 the Monthly Base Rent per Paragraph 2 of the
Lease shall be $5,605 per month. The Landlord's Allowance for tenant
improvements is set forth in Exhibit C-4.
12. The following Paragraph shall be added as Expansion # 2. Effective
September 1, 2000 the Premises shall be expanded by approximately 4,044 rentable
square feet (referred to as "Expansion # 2") to a total of approximately 51,674
rentable square feet. The Expansion # 2 space is located on Floor 3 and is
outlined on Exhibit A-1 attached hereto which shall replace and supercede
Exhibit A of the Lease. The Expansion # 2 space includes a portion
(approximately 765 rentable sf) of space leased to GTE Mobilnet. The Lease Term
for Expansion # 2 shall be 29 months and shall be co-terminus with the original
Premises on Floors 1 and 2. Effective September 1, 2000 through January 31, 2001
the Monthly Base Rent per Paragraph 2 of the Lease shall be $ 4,634 per month.
Effective February 1, 2001 through January 31, 2003 the Monthly Base Rent per
Paragraph 2 of the Lease shall be $4,937 per month. The Landlord's Allowance for
tenant improvements is set forth in Exhibit C-4.
13. The following Paragraph shall be added as OPTION TO TERMINATE. So long as
there is no event of default then existing under the Lease beyond any applicable
cure period, and subject to the terms and conditions of this Option to Terminate
paragraph, Tenant shall have a one-time Option to Terminate Expansion # 1 and
/or Expansion # 2 without penalty or fee by providing advance written notice to
the Landlord ("Tenant Notice"). For the purpose of this Option to Terminate
paragraph, the Tenant Notice to Landlord to terminate Expansion # 1 must be
received by Landlord no later than 5 p.m. on May 1, 1998. For the purpose of
this Option to Terminate paragraph, the Tenant Notice to Landlord to terminate
Expansion #2 must be received no later than 5 p. m. on December 1, 1999. Failure
to provide Tenant Notice as required for either Expansion # 1 or Expansion # 2
as provided in this paragraph shall render the Option to Terminate null and
void, and of no further force and effect. This Option to Terminate shall be
personal to Tenant and shall not apply to any assignee or subtenant.
14. The following Paragraph shall be added as Right of First Opportunity. So
long as there is not event of default then existing under the Lease beyond any
applicable cure period, and so long as there has not been more than one event of
default under the Lease in the preceding 12 months, and subject to the terms
and conditions of this Paragraph, Tenant shall have a right of First Opportunity
to lease the following
spaces; (i) approximately 3,229 square feet as outlined in green on Exhibit A-1
("Right of First Opportunity-Suite 310/312"): (ii) approximately 5,158 rentable
square feet outlined in green on Exhibit A-1 ("Right of First Opportunity-Suite
300") and or (iii) approximately 5,083'rentable square feet outlined in green on
Exhibit A-1 ("Right of First Opportunity-Suite 304"). Hereinafter, the spaces in
i-iii above shall be referred to as "ROFO Space". If any of the ROFO Space is
exercised during any applicable cure period following an event which with the
passage of time or giving of notice, or both, would constitute an event of
default, then such exercise shall be void and of no further force or effect
unless the cure is fully completed within the applicable cure period, but in no
event later than the expiration or earlier termination of the Lease. Upon
written notification to Tenant by Landlord ("Landlord's Notice") that the ROFO
Space has become available, Tenant shall have ten (10) business days to notify
Landlord in writing of Tenant's desire to exercise Tenant's Right of First
Opportunity ("Tenant's Notice") on terms and conditions offered by Landlord
("Landlord's Terms"). If Tenant does not accept the Landlord's Terms, or if
Tenant fails to give Tenant's Notice as required above, then Tenant shall have
no further right, title or interest in the ROFO Space offered to Tenant and the
Right of First Opportunity shall terminate and be of no further force and
effect. If, however, the Tenant exercises the Right of First Opportunity in the
manner prescribed and accepts Landlord's Terms, Tenant shall immediately deliver
to Landlord payment for the first month's Monthly Base Rent for the ROFO Space
(in the same manner as provided for in this Lease), and the lease for the ROFO
Space shall be consummated without delay in accordance with the terms set forth
in Landlord's Notice. This Right to First Opportunity shall be subordinate to
any and all renewal options granted to any tenant that occupies the ROFO Space.
Tenant's Right of First Opportunity shall be conditioned upon the following: (i)
at the time of exercise of the Tenant Notice, and at the time of the
commencement of any such ROFO Space, Tenant shall be in possession of and
occupying the Premises for the conduct of its business therein and the same
shall not be occupied by any assignee, subtenant or licensee. This Right of
First Opportunity is personal to Tenant, and shall not apply to any other
assignee, subtenant, or licensee,
15. The following paragraph shall be added as OPTION TO RENEW. So long as
there is no event of default then existing under the Lease beyond any applicable
cure period and so long as there has not been more than one event of default
under the Lease in the preceding 12 months, and subject to the terms and
conditions of this Paragraph, Tenant shall have one (1) Option to Renew the term
of the Lease for a period of five (5) years ("Option Term"). If the Option to
Renew referenced in the preceding sentence is exercised during any applicable
cure period following an event, which with the passage of time or the giving of
notice, or both, would constitute an event of default, then such exercise shall
be void and of no further force or effect unless the cure is fully completed
within the applicable cure period, but in no event later than the expiration or
earlier termination of the Lease. Except as set forth in this Paragraph, all
terms and conditions shall remain the same during the Option Term except the
Monthly Base Rent at the end of the initial term as defined in Paragraph 2 of
the Lease, shall be adjusted to the then current market Rent for the comparable
Class A office
buildings in the Kirkland, Redmond, or Bothell/Northcreek area of like quality,
size and amenities. In no event will the Rent for the Option Term be less than
the Rent for the month preceding the expiration of the extended Lease Term. For
purposes of this Paragraph the Option to Renew the term for a period of five (5)
years is referred to as the "Option to Renew."
As a condition to the Tenant's right to exercise the Option to Renew, Tenant
shall give Landlord written notice of its intent to exercise its Option to Renew
at least twelve (12) months but not more than fourteen (14) months prior to the
expiration of the extended Lease Term ("Notice Period"), together with Tenant's
determination ("Tenant's Determination") of the Prevailing Fair Market Base
Rental Rate ("PFMBRR"). If Tenant timely delivers notice of its intent to
exercise its Option to Renew but fails to timely deliver Tenant's Determination,
said attempt to exercise the Option to Renew shall be ineffective. If Landlord
does not agree with Tenant's Determination, Landlord shall provide Tenant with
notice of its determination of the PFMBRR ("Landlord's Determination") within
twenty days of Landlord's receipt of Tenant's Determination. If Landlord fails
to provide Landlord's Determination within such time, the PFMBRR for the Option
Term shall be that set forth in Tenant's Determination.
If Landlord and Tenant each timely submit their respective Determinations as set
forth above, said Determinations are different, and the parties are unable to
agree upon the PFMBRR within sixty days of Tenant's receipt of Landlord's
Determination, the parties shall within fifteen days together appoint a mutually
acceptable arbitrator or, if they are unable to agree upon such an arbitrator,
shall apply to the American Arbitration Association for the designation of an
arbitrator (the "Arbitrator") in the Seattle, Washington metropolitan area to
render a final determination of the PFMBRR. Unless otherwise agreed by the
parties, the Arbitrator shall be a real estate appraiser or consultant who shall
be a M.A.I. member and who shall have at least fifteen years continuous
experience in the business of appraising Class A office buildings in the greater
Seattle area. The Arbitrator shall conduct such hearings and investigations as
the Arbitrator shall deem appropriate and shall, with sixty days after having
been appointed, choose either the Landlord's or Tenant's Determination (the
"Option Term Base Rent"), and that choice by the Arbitrator shall be final and
binding upon the parties. The party whose Determination is not chosen shall pay
all the fees and expenses of the Arbitrator and the American Arbitration
Association, if any. The Arbitrator shall not have the power to add to, modify,
or change any of the provisions of this Lease.
In the event that Landlord's and Tenant's PRMBRRs differ by ten percent or less
(based on the higher number) then the PFMBRR shall not be determined by
arbitration, but shall instead be set by taking the average of the parties'
Determinations.
If for any reason the Option Term Base has not been arrived at prior to the
commencement of the Option
Term, Tenant shall pay each month as Base Rent the lower of the two
Determinations until the Option Term Base Rent is finalized, at which point
Tenant will immediately pay to Landlord any rent differential.
Any determination of the PFMBRR, whether by Tenant or Landlord, shall include a
statement of the elements of rent included in such determination (whether tenant
improvement allowances, free rent, common area cost allowance, or otherwise)
sufficient to permit a calculation of the effective rent of the Premises.
In addition to the provisions set forth above, the Option to Renew shall be
conditioned upon the following: (i) at the time of Tenant's notice to Landlord
of its intent to exercise the Option to Renew, and continuing thereafter until
the commencement of the Option Term, Tenant shall have been in possession of and
occupying the Premises for the conduct of its business therein and there shall
have been no assignment of this Lease or subletting of all of the Premises; and
(ii) the notice of the intent to exercise shall constitute a representation and
promise by Tenant to Landlord effective as of the date of the notice that Tenant
does not intend to assign the Lease in whole or in part, or sublet all of the
Premises, at any time during any remaining initial Lease Term or the Option
Term, the election to extend the term being for purposes of utilizing the
Premises for Tenant's purposes in the conduct of Tenant's business therein. This
Option to Renew is personal to the Tenant and shall not apply to any subtenant,
assignee or licensee.
16. The following paragraph shall be added as HVAC-Hour of Operation/Usage.
The building standard hours for the HVAC System are 7:00 a.m, to 6:00 p.m.,
Monday through Friday and 8:00 a.m. to 12:00 noon on Saturday. After hours usage
will be billed as additional Rent at $20.00/hour.
17. The following paragraph shall be added as ERISA. Additional Xxxxxxxxx 00,
XXXXX. With the exception of this Lease, neither the Tenant nor any affiliate of
the Tenant is a tenant under a lease or any other tenancy arrangement
represents: (1) with: (a) The Xxxxx X.X., as Trustee of the Multi-Employer
Property Trust; (b) the Multi-Employer Property Trust; (c) The National Bank of
Washington Multi-Employer Property Trust, the previous name of the Multi-
Employer Property Trust; (d)The Xxxxx National Bank of Washington , D.C., as
trustee of the Multi-Employer Property Trust; (e) the Alameda Industrial
Properties Joint Venture; (f) Xxxxxx International Business Campus Joint
Venture; (g) Beaverton-Xxxxxxx Tech Properties; (h) Corporate Drive Corporation
as trustee of the Corporate Drive Nominee Realty Trust; (i) Goldbelt Place Joint
Venture; (j) BOCA 1515, joint venture; (k) Arboretum Lakes-1, L.L.C., a Delaware
limited liability company; (l) Village Green of Rochester Hills Associates
L.L.C.; (m) Pine Street Development, L.L.C.; or (n) MEPT Realty L.L.C., or (2)
involving any property in which the entities named in clauses (1)(a) through (m)
are known by the tenant to have an ownership interest.
18. The following Paragraph shall be added as Exculpatory Provision. Landlord
has executed this Lease by its Trustee signing solely in a representative
capacity. Notwithstanding anything contained in this Lease to the contrary,
Tenant confirms that the covenants of Landlord are made and intended, not as
personal covenants of the trustee, or for the purpose of binding the trustee
personally, but solely in the exercise of the
representative powers conferred upon the trustee by its principal. Liability
with respect to the entry and performance of this Lease by or on behalf of
Landlord, however it may arise, shall be asserted and enforced only against the
Landlord's estate and interest in the Building and Landlord shall have no
personal liability in the event of any claim against Landlord arising out of or
in connection with this Lease, the relationship of Landlord and Tenant or
Tenant's use of the Premises. Further, in no event whatsoever shall any and all
partners, officers, agents, employees, trustees, investment advisors and
consultants of Landlord have any liability or responsibility whatsoever arising
out of or in connection with this Lease, the relationship of Landlord and Tenant
or Tenant's use of the Premises. Any and all personal liability, if any, beyond
that which may be asserted under this paragraph, is expressly waived and
released by Tenant and all persons claiming by, through or under Tenant.
19. Landlord shall be responsible for the payment of any brokerage fees or
commissions associated with this Lease extension to Xxxxx Xxxxxxx at Xxxxxxxx
Xxxx N.W. Inc., 0000 000xx Xxxxxx X.X., Xxxxx 000, Xxxxxxxx, XX 00000 and Xxxx
Xxxxx at Xxxx Xxxxx and Associates, 000 000xx Xxx XX Xxxxx 0000, Xxxxxxxx, XX
00000. The commissions to be paid by Landlord to the above referenced parties
are outlined in the letter dated May 28, 1997 to Xxxx Xxxxx and Associates.
20. No trustee, officer, employee, agent or individual partner of Landlord, or
its constituent entitles, shall be personally liable for any obligation of
Landlord hereunder, and Tenant must look solely to the interest of Landlord, or
its constituent entitles in the subject real estate, for the enforcement of any
claims against Landlord arising hereunder.
21. Tenant and Landlord each warrant that all necessary corporate actions have
been duly taken to permit Tenant and Landlord to enter into this Amendment to
Lease and that each undersigned officer has been duly authorized and instructed
to execute this Amendment to Lease.
22. Except as expressly modified above, all terms and conditions of the Lease
remain in full force and effect and are hereby ratified and confirmed.
LANDLORD: TENANT:
Xxxxx Bank N.A. Applied Voice Technology Inc., a
as Trustee of the Multi-Employer Washington Corporation
Property Trust
By: By: /s/ Xxxxxxx X. XxXxxxx
----------------------------- -----------------------------
Xxxxxx Xxxxxx Xxxxxxx X. XxXxxxx
Its: Its: President-CEO
---------------------------- ----------------------------
DISTRICT OF )
---------------------
) ss.
On this day of , 199 , before me personally appeared
, to me known to be the of The Xxxxx Bank N.A., as Trustee for
the Multi-Employer Property Trust, the corporation that executed the within and
foregoing instrument as its Trustee, and that he/she as such of the
Trustee, acknowledged said instrument to be the free and voluntary act and deed
of said corporation as Trustee for the uses and purposes therein mentioned, and
on oath stated that was authorized to execute the said instrument and
that the seal affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.
--------------------------------------------------
NOTARY PUBLIC in and for the District of
---------
residing at:
-------------------------------------
My appointment Expires
---------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 11th day of June 1997, before me a Notary Public in and for the
State of Washington, personally appeared Xxxxxxx X. XxXxxxx to me known to be
the individual described in and who executed the within and foregoing
instrument, and acknowledged that he signed the same as his free and voluntary
act and deed, for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year first as
above written.
Xxxxxxxx X. Xxxxxxxxx
-----------------------------------------
XXXXXXXX X. XXXXXXXXX Name: Xxxxxxxx X. Xxxxxxxxx
NOTARY PUBLIC NOTARY PUBLIC in and for the
STATE OF WASHINGTON State of Washington
My Comm. Exp. Oct. 24, 1998 residing at Kirkland
My appointment expires: 10/24/98
EXHIBIT A-1
[THIRD FLOOR PLAN GRAPHIC]
THIRD FLOOR PLAN
EXHIBIT A-1 Continued
[MAPS]
FIRST FLOOR PLAN SECOND FLOOR PLAN
Applied Voice Technology
00000 X.X. 000xx Xxx
Xxxxxxxx, XX
43,049 sf
This plan is conceptual in nature, and while it shows
intended uses, it does not show the exact scope of
construction to take place on any portion of the
property. The buildings, parking and site plan
EXHIBIT C-4
WORK LETTER AGREEMENT
XXXXX BANK N.A., AS TRUSTEE OF THE
MULTI-EMPLOYER PROPERTY TRUST
AND
APPLIED VOICE TECHNOLOGY, INC.
Basic Information:
Tenant agrees to Lease the Premises in "as-is" condition provided all existing
conditions such as base electrical service and distribution, lighting, HVAC or
heating equipment, plumbing systems and any other existing building systems are
in good working order, all of which shall be reused and modified as part of the
Landlord's Work.
1. At Landlord's cost and expense, Landlord shall, on a schedule mutually
approved by Tenant and Landlord, furnish and install in a good and
workmanlike manner within the Premises those improvements as shown on the
mutually approved space plan outlined on Exhibit C-5 attached hereto. Such
improvements are referred to herein as the "Landlord's Work." The total
cost of the Landlord's Work for space occupied on Floor 1 and 2 shall not
exceed $225,000 ("Landlord's Allowance"). The Landlord's Allowance for
Expansion # 1 space ("Landlord Allowance Expansion # 1") shall not exceed
$46,000. The Landlord's Allowance for Expansion # 2 space ("Landord
Allowance Expansion # 2") shall not exceed $32,352. The Landlord's Work
shall include, but is not limited to the costs associated with space
planning, construction drawing, mechanical or engineering drawings, permit
fees, all tenant improvements, demolition, signage, code upgrades within
the Premises, sales tax, construction management fees (5%) and fire and
life safety system modifications. If the cost of the Landlord's Work
exceeds the Landlord's Allowance, Landlord's Allowance Expansion #1 or
Landlord's Allowance Expansion #2 then Tenant shall pay such amount as
additional Rent within fifteen (15) days of receipt of an invoice from the
Landlord.
2. Tenant and Landlord shall mutually agree upon the general contractor and
all subcontractors (collectively referred to as "Contractors") for the
Landlord's Work and the form of the general construction contract. All
Contractors shall be parties to or bound by collective bargaining agreement
with a labor organization affiliated with the Building and Trades
Department of the AFL-CIO. All change orders shall be approved in writing
by both the Tenant and Landlord.
3. Any work not outlined in Paragraph 1 above or in Exhibit C-5 (including but
not limited to furniture systems, telephone systems and other tenant
equipment or non-standard items) shall be considered the Tenant's
responsibility and Tenant shall, at its sole cost and expense, furnish and
install such improvements (referred to as the "Tenant's Work"). Tenant
shall adopt a schedule of construction for the Tenant's Work in conformance
with the schedule of Landlord's contractors and shall conduct its work in
such a manner as to maintain harmonious labor relations and as not to
interfere unreasonably with or delay the progress of the Landlord's Work.
Landlord shall give access and entry to the Premises to Tenant and its
contractors and subcontractors to enable the Tenant to perform and install
the Tenant's Work. All Tenant's Work shall (a) be performed in a first-
class, workmanlike manner, (b) not affect the structural integrity of the
Building, and (c) be performed and installed in accordance with all
applicable laws, rules, regulations and other requirements of all
governmental authorities having jurisdiction. All contractors,
subcontractors and laborers performing Tenant's work shall (a) be
acceptable to and approved by Landlord, (b) be subject to the
administrative supervision of Landlord's constructions manager, and (c) be
employed by Tenant so as to insure as far as may be possible the progress
of the Tenant's Work without interruption on account of strikes, work
stoppage or similar causes of delay. Without limiting the previous
sentence, all construction contractors performing Tenant's Work and the
respective subcontractors to each and every such construction contractor
(a) shall be parties to or bound by a collective bargaining agreement with
a labor organization affiliated with the Building and Construction Trades
Department of the AFL-CIO, and (b) shall employ only members of such labor
organizations licensed to perform work within their respective
jurisdiction. Tenant agrees to indemnify, defend and hold harmless Landlord
from and against any liability (including personal injury liability), claim
or suit arising out of or relating to any injury, damage, cost or loss
sustained by persons or property as a result of any defect or negligence in
design, materials, installation or workmanship of the Tenant's Work. In the
event any mechanics or other lien is filed against the Premises by any
contractor or subcontractor performing or installing the Tenant's Work,
Tenant shall immediately cause the removal of such lien by either paying
the full amount claimed by the lien claimant or entering into an indemnity
agreement with a title company approved by Landlord and posting a bond in
the amount of at least 150% of the amount claimed by the lien claimant. Any
such bonding arrangement and indemnity agreement shall be subject to the
prior written approval of Landlord.
4. All improvements associated with Landlord's Work shall become and remain
the property of Landlord as an when they are installed or incorporated into
the Premises, and Tenant shall have no claim under any circumstances to any
such improvements or for the value thereof.
10
5. The Landlord will not permit the Tenant to create another "internal"
stairwell unless Tenant explicitly agrees in advance to restore such area
to its original condition.
6. Xxxxxxx Xxxx Company shall act as the construction manager and shall
receive compensation equal to five percent (5%) of the actual cost of all
tenant improvement work. The construction manager shall competitively bid
all tenant improvement work to at least 3 general contractors.
EXHIBIT C-5
This exhibit shall be replaced by a final construction drawing mutually
acceptable to both Tenant and Landlord.
