Exhibit 10.20
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made this 6th day of
June 2001, between PWC ASSOCIATES, a Pennsylvania limited partnership
("Landlord"), whose address is c/o The Xxxxxxxxxx Company, L.P., 4100 One
Commerce Square, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000; and DELPHI
INFORMATION SYSTEMS, a Delaware corporation ("Tenant"), with offices at Xxxxx
000, Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
BACKGROUND
A. Landlord and Tenant entered into a Lease Agreement dated May 12, 1997
(the "Lease"), whereby Tenant is presently in possession of premises containing
5,077 rentable square feet of space designated as Suite 100 located on the first
(1st) floor (hereinafter referred to as the "Original Premises") in the building
currently known as Building Two (the "Original Building") of the Parkway Center
(the "Center"), Xxxxxxxxxx, XX 00000. The term of the Lease (the "Lease Term")
is currently scheduled to expire on June 30, 2001 (the "Original Premises Lease
Expiration Date").
B. Tenant desires to vacate and surrender the Original Premises, relocate
to and lease the New Premises (as defined below) in the New Building (as defined
below), and extend the Lease Term, and Landlord is willing to lease the New
Premises in the New Building to Tenant, extend the Lease Term and otherwise
accommodate Tenant, all on and subject to the terms set forth herein.
C. Landlord and Tenant desire to modify and amend the Lease only in the
respects and on the conditions hereinafter stated.
TERMS
NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, agree as follows:
1. DEFINITIONS. For purposes of this Amendment, capitalized terms shall
have the meanings ascribed to them in the Lease unless otherwise defined herein.
2. RELOCATION; EXTENSION.
2.1 RELOCATION. Tenant hereby agrees to relocate to new premises
designated as Suite 655 consisting of 3,014 rentable square feet of space
located on the sixth (6th) floor (hereinafter referred to as the "New Premises")
of Building Seven (the "New Building") of the Center (which New Premises is
identified on Exhibit "A" attached hereto and made a part hereof) for the New
Premises Term (as defined below). Subject to the provisions of Paragraph 2.2
below, from and after the New Premises Commencement Date (as defined below), the
New Premises shall constitute the "Demised Premises" (as defined in the Lease)
for all purposes under the Lease and all terms and
conditions set forth in the Lease shall apply to the New Premises, except as
otherwise expressly provided herein.
2.2 EXTENSION. The Lease Term is hereby extended for an additional
period of forty-three (43) months from the Original Premises Lease Expiration
Date as set forth below. The Lease Term for the New Premises (the "New Premises
Term") shall commence (the "New Premises Commencement Date") on the later of
(i) July 1, 2001, or (ii) upon the surrender and vacation of the New Premises by
MANAGEDCOMP, Inc. (the "Other Tenant") and the effective termination of the
existing lease (the "Existing Lease") between Landlord and the Other Tenant with
respect thereto. Unless extended or sooner terminated as herein provided, the
Lease Term for the New Premises shall continue until, through and including, and
shall expire at 11:59 P.M. local time on January 31, 2005 (the "New Premises
Lease Expiration Date"). Tenant shall have no right to extend or renew the Lease
Term beyond the New Premises Lease Expiration Date.
3. SURRENDER.
3.1 SURRENDER DATE. Tenant hereby agrees to surrender and vacate the
Original Premises in the condition called for in the Lease on or before the New
Premises Commencement Date (hereinafter referred to as the "Surrender Date"),
TIME HEREBY BEING MADE OF THE ESSENCE, and to pay the Minimum Rent and
Additional Rent due with respect to the Original Premises pursuant to the Lease
(and to otherwise comply with the Lease with respect to the Original Premises)
until the Surrender Date. If Tenant shall fail to vacate and deliver the
Original Premises to Landlord as required by the Lease, and in accordance with
the provisions of this paragraph, on or before the Surrender Date, Tenant shall
be considered a holdover tenant, thereby entitling Landlord to exercise all
rights and remedies available to Landlord under the Lease or now or hereafter
existing at law or in equity.
3.2 SURRENDER OF ORIGINAL PREMISES. Effective as of the Surrender
Date, Tenant shall surrender to Landlord all of Tenant's right, title and
interest in and to the Original Premises, and thereafter all of Tenant's estate
under the Lease in and to the Original Premises shall be terminated and
extinguished as of the Surrender Date. Tenant shall surrender the Original
Premises in the condition Tenant is required to surrender the "Demised Premises"
under the Lease as of the expiration of the term thereof. Landlord, upon Tenant
complying with its undertakings set forth herein, shall accept, as of the
Surrender Date, such surrender of all of Tenant's right, title and interest
under the Lease in and to the Original Premises, provided, that the Lease shall
remain in full force and effect in accordance with its terms (as amended hereby)
with respect to all of the New Premises. Upon compliance by Tenant, the parties
declare and agree that as of the Surrender Date the Original Premises shall be
released and discharged from the operation of the Lease, provided that Minimum
Rent and Additional Rent are paid or will be paid as required by the Lease (as
amended hereby), subject to the provisions of the Lease which expressly survive
termination thereof.
3.3 FREE AND CLEAR. Tenant hereby agrees that on or before the
Surrender Date, the Original Premises shall be surrendered to Landlord, broom
clean, vacant, unleased and free and clear of all rights of occupancy by others.
Tenant hereby represents and covenants to Landlord that
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nothing has been done or suffered, and nothing will be done or suffered, whereby
the estate of Tenant in and to the Original Premises, or any portion thereof,
has been or will be encumbered in any way whatsoever, and that no one, other
than Tenant, has acquired or will acquire by, through or under Tenant, any
right, title or interest in or to the Original Premises or any portion thereof.
4. MINIMUM RENT. The existing Lease terms (prior to giving effect to the
terms of this Amendment) will remain in effect as to the amount of rent payable
with respect to the Original Premises up to and including the Surrender Date.
The Lease is hereby amended to reflect that from and after the New Premises
Commencement Date until, through and including the New Premises Lease Expiration
Date, Tenant shall pay to Landlord Minimum Rent for the New Premises as follows:
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FROM TO MINIMUM ANNUAL RENT/RSF MONTHLY MINIMUM RENT ANNUAL MINIMUM RENT
--------------------------------------------------------------------------------------------------------------------
07/01/01 01/31/05 $19.25 $4,834.96 $58,019.52
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All rent shall be payable in advance, and without prior notice or demand, to PWC
Associates, c/o The Xxxxxxxxxx Company, L.P., 4100 One Commerce Square, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000-0000, or such other place, or to such
other persons as Landlord may from time to time direct.
5. BASE AMOUNT; TENANT'S PROPORTIONATE SHARE.
5.1 BASE AMOUNT FOR REAL ESTATE TAXES AND INSURANCE COSTS. From and
after the New Premises Commencement Date, the Base Amount for Real Estate Taxes
and Insurance Costs with respect to the New Premises shall be the total of Real
Estate Taxes and Insurance Costs allocable and attributable to calendar year
2001 for the New Building, as exemplified on Exhibit "C" attached hereto with
respect to the most recent year for which such information has been determined.
The Base Amount for Real Estate Taxes and Insurance Costs is the amount of Taxes
and Insurance Costs upon which the Minimum Rent is based.
5.2. BASE AMOUNT FOR OPERATING EXPENSES. From and after the New
Premises Commencement Date, the Base Amount for Operating Expenses with respect
to the New Premises shall be the total of Operating Expenses allocable and
attributable to calendar year 2001 for the New Building, as exemplified on
Exhibit "C" attached hereto with respect to the most recent year for which such
information has been determined. The Base Amount for Operating Expenses is the
amount of Operating Expenses upon which the Minimum Rent is based. The Base
Amount for Operating Expenses shall be calculated and recalculated as set forth
in Section 4.6 of the Lease (as amended hereby).
5.3 TENANT'S PROPORTIONATE SHARE. The Lease is hereby amended to
reflect that from and after the New Premises Commencement Date, Tenant's
Proportionate Share shall be One and five hundred fifty-one ten thousandths
percent (1.0551%).
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6. SECURITY DEPOSIT. From and after the Surrender Date, and subject to
Tenant's full compliance with its obligations (as set forth herein and under the
Lease) with respect to the Original Premises, Tenant's existing Security Deposit
with respect to the Original Premises shall remain the property of Landlord as
additional security for the full and prompt performance by Tenant of the terms
and covenants of the Lease (as amended hereby) with respect to the New Premises.
The Security Deposit shall not constitute rent for any month (unless so applied
by Landlord on account of Tenant's default). Tenant shall, upon demand, restore
any portion of the Security Deposit which may be applied by Landlord to the cure
of any default by Tenant under the Lease. To the extent that Landlord has not
applied the Security Deposit on account of a default, the Security Deposit shall
be returned (without interest) to Tenant promptly after the expiration of the
Lease with respect to the New Premises. Until returned to Tenant after the
expiration of the New Premises Term and the full performance of Tenant under the
Lease (as amended hereby), the Security Deposit shall remain the property of
Landlord.
7. RENEWAL OPTION. Tenant's Renewal Option pursuant to Section 48 of the
Lease is hereby deleted in its entirety and shall be of no further force or
effect. Tenant shall have no right to extend or renew the term of the Lease with
respect to the Demised Premises or the New Premises beyond the expiration of the
respective Lease Term therefor.
8. IMPROVEMENTS. Tenant agrees to accept the New Premises in its current
"AS-IS", "WHERE-IS" condition, without any obligation on the part of Landlord to
perform any alterations, improvements, redecorating or other work therein;
provided, however, that Landlord shall furnish to Tenant an allowance, to be
applied against Tenant's moving costs and cabling requirements in connection
with Tenant's relocation from the Original Premises to the New Premises, in the
maximum amount of Three and 98/100 Dollars ($3.98) per rentable square foot of
the New Premises (i.e., a maximum allowance of $12,000.00) (the "Construction
Allowance"). Any portion of the Construction Allowance not fully expended within
ninety (90) days after the New Premises Commencement Date shall be withdrawn,
and in that case Landlord no longer shall be obligated for any portion thereof
not then fully expended; PROVIDED, HOWEVER, that Tenant may apply any unused
portion of the Construction Allowance, up to a maximum amount of Six Thousand
and No/100 Dollars ($6,000.00), toward Minimum Rent for the New Premises, so
long as any such unused portion of the Construction Allowance is fully expended
no later than ninety (90) days after the New Premises Commencement Date, which
time is of the essence.
9. ORIGINAL PREMISES; HOLDOVER. In respect of the Original Premises:
(i) the existing terms and conditions of the Lease shall remain in full force
and effect with respect to the Original Premises until, through and including
the Surrender Date; (ii) all Minimum Rent and other charges for and with respect
to the Original Premises, all as set forth in the Lease and as in effect as of
the date hereof (together, the "Original Premises Lease Charges"), shall
continue to be applicable during the period ending on the Surrender Date and
shall be paid for by Tenant as currently provided in the Lease (prior to this
Amendment); (iii) on or before the Surrender Date, Tenant shall remove all of
Tenant's personal property from the Original Premises and otherwise vacate and
deliver the Original Premises to Landlord, all as required by the Lease (prior
to this Amendment); and (iv) on the New
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Premises Commencement Date, the terms and conditions of the Lease with respect
to the Original Premises only shall thereupon expire and terminate as set forth
therein (subject to the provisions of the Lease which expressly survive
termination thereof), and such terms and conditions of the Lease (as modified by
this Amendment) shall thereupon apply only to the New Premises as the "Demised
Premises" under the Lease. If Tenant shall fail to vacate and deliver the
Original Premises to Landlord as required by the Lease, and in accordance with
the provisions of this Paragraph, on or before the New Premises Commencement
Date, Tenant shall be considered a holdover tenant, thereby entitling Landlord
to exercise all rights and remedies available to Landlord under the Lease or now
or hereafter existing at law or in equity.
10. NOTICES. The provisions of Paragraph 36 of the Lease are superseded
hereby. From and after the New Premises Commencement Date, all notices and other
communications under the Lease, as amended hereby, to be effective, must be in
writing (whether or not a writing is expressly required hereby), and must be
either (i) hand delivered, or (ii) sent by a recognized national overnight
courier service, fees prepaid, or (iii) sent by United States registered or
certified mail, return receipt requested, postage prepaid, or (iv) sent by
facsimile transmission (with a confirmation copy to follow by any of the methods
of delivery set forth above); in all of the foregoing cases to the following
respective addresses:
10.1 IF TO LANDLORD:
PWC Associates
c/o The Xxxxxxxxxx Company, L.P.
0000 Xxx Xxxxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx
R. Xxxxx Xxxxxxxxx, Xx., Esquire
FAX: (000) 000-0000
10.2 IF TO TENANT:
Delphi Information Systems
XXXX.XXX
0000 X. Xxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
FAX: (000) 000-0000
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WITH A COPY TO:
Delphi Information Systems
XXXX.XXX
Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
FAX: (000) 000-0000
Notices will be deemed to have been given (a) when so delivered (by hand
delivery, courier service, overnight delivery service or facsimile transmission
as aforesaid), or (b) three days after being so mailed (by registered or
certified mail as aforesaid). Either party may at any time, in the manner set
forth for giving notices to the other, designate a different address to which
notices to it shall be sent.
11. CONDITIONS. Landlord's obligations under this Lease are contingent on:
(i) the effective termination of the Existing Lease between Landlord and the
Other Tenant with respect to the New Premises; and (ii) the surrender and
vacation of the New Premises by the Other Tenant.
12. BROKER. Tenant represents and warrants that it has not dealt with any
broker or agent in the negotiation for or the obtaining of this Amendment, other
than The Xxxxxxxxxx Brokerage Group, Inc. ("Broker"), and agrees to indemnify,
defend and hold Landlord harmless from any and all cost or liability for
compensation claimed by any such broker or agent, other than Broker, employed or
engaged by it or claiming to have been employed or engaged by it. Broker is
entitled to a leasing commission in connection with the making of this
Amendment, and Landlord shall pay such commission to Broker pursuant to a
separate agreement between Landlord and Broker.
13. NO DEFAULT. Tenant represents, warrants and covenants that to the best
of Tenant's knowledge, Landlord and Tenant are not in default of any of their
respective obligations under the Lease and no event has occurred which, with the
passage of time or the giving of notice, or both, would constitute a default by
either Landlord or Tenant thereunder.
14. EFFECT OF AMENDMENT. Except as modified by this Amendment, the Lease
and all the covenants, agreements, terms, provisions and conditions thereof
shall remain in full force and effect and are hereby ratified and affirmed. The
covenants, agreements, terms, provisions and conditions contained in this
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and, except as otherwise provided in the Lease, their
respective assigns. In the event of any conflict between the terms contained in
this Amendment and the Lease, the terms herein contained shall supersede and
control the obligations and liabilities of the parties.
15. MISCELLANEOUS. This Amendment becomes effective only upon execution
and delivery hereof by Landlord and Tenant. The captions of the paragraphs and
subparagraphs in this Amendment are inserted and included solely for convenience
and shall not be considered or given any effect in construing the provisions
hereof.
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IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of
the date and year first above written, and acknowledge the one to the other that
they possess the requisite authority to enter into this transaction and to
execute this Amendment.
LANDLORD:
WITNESS: PWC ASSOCIATES
By: The Xxxxxxxxxx Company, L.P.
Its General Partner
By:
--------------------------- Authorized Signatory
TENANT:
WITNESS: DELPHI INFORMATION SYSTEMS
By:
--------------------------- ----------------------------------
Name: Name:
---------------------- Title:
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