EXHIBIT 10.24
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE is made this 27th day of November, 1996,
by and between HMS OFFICE, L.P. ("Landlord"), and TANNING TECHNOLOGY
CORPORATION, a Colorado corporation ("Tenant")
W I T N E S S E T H:
WHEREAS, HD DELAWARE PROPERTIES, INC., a Delaware corporation, as
Landlord, and TANNING TECHNOLOGY CORPORATION, a Colorado corporation, as Tenant,
entered into that certain Lease Agreement dated January 31, 1995, for premises
in the office building located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx
00000 (the "Building"), which Lease Agreement has been previously amended by a
First Amendment to Lease dated as of September 15, 1995, and a Second Amendment
to Lease dated as of March 6, 1996 (as amended to date, the "Lease"); and
WHEREAS, Landlord has succeeded to all right, title and interest of
the most recent owner of the Building (being HD Delaware Properties, Inc.); and
WHEREAS, the parties hereto now desire to further amend the Lease, as
set forth herein but not otherwise.
NOW, THEREFORE, in consideration of the covenants and conditions set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Defined Terms
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For purposes of this Third Amendment to Lease, capitalized terms and
other defined items used herein but not defined herein shall have the meanings
ascribed to them in the Lease. In the event any of the terms of the Lease
conflict with the terms of this Third Amendment, the terms of this Third
Amendment shall control.
2. Increase in Lease Premises
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Commencing on the Effective Date (as hereinafter defined) the existing
portion of the Premises consisting of 6,048 square feet of Rentable Area located
on the third floor of the Building (the "Original Third Floor Premises") shall
be increased to include approximately 1,605 additional square feet of Rentable
Area located on the third floor of the Building as shown on Exhibit A attached
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hereto and incorporated herein by this reference (the "Third Floor Expansion
Premises"). In addition, commencing on the
Effective Date, the existing portion of the Premises consisting of 5,723 square
feet of Rentable Area located on the sixth floor of the Building (the "Original
Sixth Floor Premises") shall be increased to include an additional 2,634 square
feet of Rentable Area as shown in Exhibit B attached hereto and incorporated
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herein by this reference (the "Sixth Floor Expansion Premises"). The Third Floor
Expansion Premises and the Sixth Floor Expansion Premises shall be referred to
collectively as the "Expansion Space." From and after the Effective Date, the
term "Premises" as used in the Lease shall be deemed to mean and include the
Original Sixth Floor Premises, the Original Third Floor Premises, and the
Expansion Premises. The Termination Date of the Lease as it applies to the
Expansion Space shall be the same as that with respect to the Original Sixth
Floor Premises and the Original Third Floor Premises.
3. Tenant's Proportionate Share
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Subject to adjustments in accordance with Section 1.C.(12) of the
Lease, commencing on the Effective Date, Tenant's Proportionate Share shall be
increased to 6.071%.
4. Base Rent
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Commencing on the Effective Date, Base Rent for the Original Third
Floor Premises shall be as set forth in Paragraph 4 of the First Amendment to
Lease, Base Rent for the Original Sixth Floor Premises shall be as set forth in
Paragraph 4 of the Second Amendment to Lease, and Base Rent for the Expansion
Space shall be as follows: (i) for the period from the Effective Date through
and including March 31, 1997, no Base Rent shall be due for the Expansion Space;
(ii) for the period from April 1, 1997, through January 31, 1998, $97,497.00 per
annum (based on $23.00 per square foot of Rentable Area) payable in equal
monthly installments of $8,124.75; (iii) for the period from February 1, 1998,
through January 31, 1999, $101,736.00 per annum (based on $24.00 per square foot
of Rentable Area) payable in equal monthly installments of $8,478.00; (iv) for
the period from February 1, 1999, through April 9, 2000, $105,975.00 per annum
(based on $25.00 per square foot of Rentable Area) payable in equal monthly
installments of $8,831.25. All of the foregoing rent shall be calculated and
paid in accordance with the terms of the Lease as herein amended.
5. Operating Expense and Tax Base Amount. Section 1.A. (3) is
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changed to read:
(3) Operating Expense and Tax Base Amount: For the Original Third
Floor Premises, the amount of Operating Expenses and Taxes payable
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during calendar year 1995, and for the Original Sixth Floor Premises,
the amount of Operating Expenses and Taxes payable during calendar
year 1996, and for the Expansion Space, the amount of Operating
Expenses and Taxes payable during calendar year 1997.
6. Brokerage Commissions
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Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Second Amendment as a result of its own dealings with such broker or
leasing agent, other than to Tenant's agent Xxxxxx X. Xxxxx, to whom Landlord
shall pay $12,717.00, one-half upon Landlord's execution of this Second
Amendment and one-half upon Tenant's occupancy of the Expansion Space, and
Landlord and Tenant hereby agree to indemnify and hold each other harmless from
and against all loss, damage, cost, and expense (including reasonable attorneys'
fees) suffered by the other party as a result of a breach of the foregoing
representation and warranty.
7. Tenant Improvements
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a. Except as set forth below in this paragraph 7, the Expansion Space
shall be delivered by Landlord and accepted by Tenant in its "as-is" condition.
Tenant is not entitled to any improvement thereto or thereof or to any allowance
or credit for improvements thereto or thereof, except as set forth specifically
below. Landlord will act as construction manager to perform those improvements
and rehabilitation work described and specified in the plans to be prepared by
Xxxxxxx & Associates and approved by Landlord ("Tenant's Space Plan") to reflect
work to be performed in the Expansion Space. Landlord has agreed to pay a
maximum of $48,324.60 for the tenant improvements on Tenant's Space Plan, which
includes all architectural and engineering fees and all costs of construction
(all fees and costs in the aggregate being called "Tenant Improvements Costs").
After Landlord has received executed copies of this Third Amendment from Tenant,
Landlord shall promptly cause working drawings (hereinafter called "Tenant
Working Drawings") of the tenant improvements on the Tenant's Space Plan to be
prepared. Upon receipt of the Tenant Working Drawings, Landlord will promptly
price the cost of constructing the tenant improvements and review with Tenant
the Tenant Improvement Costs and Tenant Working Drawings. Upon Tenant's
approval of the Tenant Working Drawings and the Tenant Improvement Costs,
Landlord agrees to act as construction manager in the installation of said
tenant improvements to the Expansion Space. If the Tenant Improvement Costs
exceed $48,324.60, Tenant shall pay all of such excess to Landlord upon
completion of the tenant improvements. If the Tenant Improvement Costs are less
than $48,324.60, Landlord will credit the savings against the rent next due
after completion of the tenant improvements. Landlord shall select the
contractor to complete the tenant improvements so described in Tenant Working
Drawings.
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b. Landlord's obligations hereunder are limited to the provision of
items as set out above in this paragraph 7 and Landlord shall have no obligation
thereafter to repair or replace any such items that may require repair or
replacement except as provided in Section 7.A. of the Lease.
8. Additional Parking
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Commencing on the Effective Date, in addition to the parking spaces to
which Tenant is entitled under the Lease, Tenant shall have the following
parking spaces and shall pay the amounts applicable thereto: (i) eight
unassigned parking spaces in the garage, for which Tenant shall pay $30.00 per
month through the Term of the Lease; and (ii) five unassigned parking spaces in
the surface lot at no charge. Except as set forth above, such additional
parking spaces shall be given and taken on the terms of Exhibit E to the Lease.
9. Effect on Option to Extend
--------------------------
Any exercise by Tenant of its Option to Extend granted by Rider No. 2
to the Lease shall include the Expansion Space. Upon exercise of the Option to
Extend, the rent for the entire Premises, including the Original Third Floor
Premises, the Original Sixth Floor Premises, and the Expansion Space shall be
calculated as one unit in the same manner as provided in Rider No. 2, and the
other provisions of Rider No. 2 shall be applicable to the entire Premises as
one unit.
10. Full Force and Effect
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Except as amended herein, all terms and conditions of the Lease shall
remain in full force and effect throughout the duration of the Term. The Lease,
as amended herein, constitutes the entire agreement between the parties hereto
and no further modification of the Lease, as amended herein, shall be binding
unless evidenced by an agreement in writing signed by Landlord and Tenant.
11. Effective Date
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The Effective Date shall be the date on which Landlord obtains
possession of the Third Floor Expansion Premises, but not later than January 1,
1997. Landlord shall notify Tenant in writing of the actual Effective Date
within 10 days thereafter.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Second
Amendment as of the day and year first above written.
LANDLORD:
HMS OFFICE, L.P.
By: Xxxxx Office Company, L.L.C.
Its General Partner
By: /s/ Xxx Xxxxx
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Manager
TENANT:
TANNING TECHNOLOGY CORPORATION
a Colorado corporation
By: /s/ Xxxxx X. Tanning
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Its: President
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Exhibit A
[Diagram of floorplan, floor 3]
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Exhibit B
[Diagram of floorplan, floor 6]
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