EXHIBIT 10.70
SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT
THIS SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT (this
"Second Amendment") is made as of the ___ day of December, 2005, by and between
KOPBC, L.P., a Pennsylvania limited partnership ("Landlord"), and Sedona
Corporation ("Tenant").
RECITALS
WHEREAS, pursuant to the Commercial Lease Agreement dated
December 24, 2002, as amended by First Amendment to Lease dated March 25, 2004
(the "Lease"), Landlord leases to Tenant and Tenant leases from Landlord,
premises which the parties agree consists of 4,270 rentable square feet
described therein, and referred to in this Second Amendment as, the "Demised
Premises," in the King of Prussia Business Center and located on the Second
Floor at 0000 Xxxx Xxxxx Xxxxxx, Xxxx xx Xxxxxxx, XX (the "Building");
WHEREAS, a true and correct copy of the Lease is attached to
and made a part of this Second Amendment as Exhibit A; and
WHEREAS, Landlord and Tenant desire to amend the Lease as set
forth in this Second Amendment.
TERMS
NOW, THEREFORE, in consideration of the foregoing, of the
mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant, intending to be legally bound, covenant and
agree as follows:
1. INCORPORATION OF RECITALS. The foregoing Recitals are
hereby incorporated in and made a part of this Second Amendment by this
reference.
2. CERTAIN DEFINITIONS. Except as otherwise defined in this
Second Amendment, each capitalized term shall have the meaning ascribed to such
term in the Lease.
3. AMENDMENT TO LEASE. The Lease is amended as follows:
a. The Term is hereby extended for a period of five (5)
years commencing on January 1, 2006 ("Extended Term Commencement Date") and
expiring on December 31, 2010 (the "Term Expiration Date").
b. Commencing on the Extended Term Commencement Date,
Tenant shall pay to Landlord, as Minimum Rent for the Demised Premises, the
following amounts for the following periods:
Rate Per
Year of Rentable Rentable Yearly Monthly
Extended Term Sq. Ft. Sq. Foot Rate Installment
1 4,270 $16.00 $68,320.00 $5,693.33
2 4,270 $16.50 $70,455.00 $5,871.25
3 4,270 $17.00 $72,590.00 $6,049.17
4 4,270 $17.50 $74,725.00 $6,227.08
5 4,270 $18.00 $76,860.00 $6,405.00
c. Landlord, within one (1) year of the Extended Term
Commencement Date, shall paint and carpet the Demised Premises using building
standard materials and install new 2"x4" T8 deep cell parabolic lighting
throughout the Demised Premises ("Landlord's Work").
d. From and after the Extended Term Commencement Date,
the Base Year for Additional Rent calculations shall be calendar year 2006.
4. TENANT REPRESENTATIONS. Tenant hereby represents and
warrants to the Landlord that (a) Tenant has accepted and is in possession of
the Demised Premises; (b) Tenant is not in default of the Lease; and (c) to the
best of Tenant's knowledge, Landlord is not in default of the Lease.
5. LEASE IN FULL FORCE AND EFFECT; NO CONFLICTS. The Lease
remains in full force and effect and unmodified, except as modified or amended
by this Second Amendment. If there shall be any conflict or inconsistency
between the terms and conditions of this Second Amendment and those of the
Lease, the terms and conditions of this Second Amendment shall control.
6. LIMITED LIABILITY. Landlord's obligations hereunder
shall be binding upon Landlord only for the period of time that Landlord is in
ownership of the Building; and, upon termination of that ownership, Tenant,
except as to any obligations which are then due and owing, shall look solely to
Landlord's successor in interest in the Building for the satisfaction of each
and every obligation of Landlord hereunder. Landlord shall have no personal
liability under any of the terms, conditions or covenants of this Second
Amendment and Tenant shall look solely to the equity of Landlord in the Building
of which the Demised Premises form a part for the satisfaction of any claim,
remedy or cause of action accruing to Tenant as a result of the breach of any
section of this Second Amendment by Landlord. In addition to the foregoing, no
recourse shall be had for an obligation of Landlord hereunder, or for any claim
based thereon or otherwise in respect thereof, against any past, present or
future trustee, member, partner, shareholder, officer, director, agent or
employee of Landlord, whether by virtue of any statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such other liability
being expressly waived and released by Tenant with respect to the above-named
individuals and entities.
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7. BINDING EFFECT. This Second Amendment shall be binding
upon and inure to the benefit of Landlord and Tenant and their respective
permitted successors and assigns.
8. COUNTERPARTS. This Second Amendment may be executed in
two (2) or more counterpart copies, all of which counterparts shall have the
same force and effect as if the parties hereto had executed a single copy of
this Second Amendment.
9. FURTHER ASSURANCE ACTIONS. Each party agrees that it
will take all necessary actions requested by the other party to effectuate the
purposes of this Second Amendment.
10. ENTIRE AGREEMENT. The Lease, as further amended by this
Second Amendment, contains, and is intended as, a complete statement of all of
the terms of the arrangements between the parties with respect to the matters
pertaining to the Demised Premises, supersedes any previous agreements and
understandings between the parties with respect to those matters, and cannot be
changed or terminated orally.
11. GOVERNING LAW. This Second Amendment shall be governed
by and construed in accordance with the substantive laws of the Commonwealth of
Pennsylvania.
12. HEADINGS. The section headings of this Second Amendment
are for reference purposes only and are to be given no effect in the
construction or interpretation of this Second Amendment.
13. SEVERABILITY. Any provision of this Second Amendment
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Second
Amendment or such provision, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
14. PARTIES IN INTEREST; NO THIRD-PARTY BENEFICIARIES.
Neither the Lease, this Second Amendment nor any other agreement, document or
instrument to be delivered pursuant to this Second Amendment shall be deemed to
confer upon any person not a party hereto or thereto any rights or remedies
hereunder or thereunder.
15. BROKERAGE COMMISSION. Except for GVA Xxxxx Xxxx,
Landlord's Broker, Landlord and Tenant mutually represent and warrant to each
other that they have not dealt, and will not deal, with any real estate broker
or sales representative in connection with this proposed transaction. Each party
agrees to indemnify, defend and hold harmless the other and their directors,
officers and employees from and against all threatened or asserted claims,
liabilities, costs and damages (including reasonable attorney's fees and
disbursements) which may occur as a result of a breach of the representation
contained in the immediately preceding sentence.
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16. AUTHORITY. Landlord and Tenant each represent and
warrant to the other party: (a) the execution, delivery and performance of this
Second Amendment have been duly approved by such party and no further corporate
action is required on the part of such party to execute, deliver and perform
this Second Amendment; (b) the person(s) executing this Second Amendment on
behalf of such party have all requisite authority to execute and deliver this
Second Amendment; and (c) this Second Amendment, as executed and delivered by
such person(s), is valid, legal and binding on such party, and is enforceable
against such party in accordance with its terms.
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IN WITNESS WHEREOF, the duly authorized officers or
representatives of Landlord and Tenant have executed this Second Amendment to
Commercial Lease Agreement under seal as of the day and year first hereinabove
written.
LANDLORD:
KOPBC, L.P.
By: BERGEN of KOPBC, Inc., its general partner
Witness:___________________ By:___________________________________
Name: Name:
Title:
TENANT:
SEDONA CORPORATION
Witness:___________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
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EXHIBIT A
COPY OF LEASE
A-1
