Exhibit 10.10
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TO LEASE
By and Between
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company ("Landlord")
and
CFI ProServices, Inc., an Oregon Corporation ("Tenant")
Dated January 11, 1999
Recitals
1. Landlord and Tenant are parties to a lease Amendment dated March 18, 1994,
and to a First Amendment to Lease, dated July 8, 1996 (collectively, the
"Agreement").
2. Pursuant to the Agreement, Tenant leases from Landlord approximately 72,111
rentable square feet ("rsf") on the second, third, fourth and tenth floors
of the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Building known as Suites 200, 300, 400 and 1000.
3. The term of the Agreement is through September 30, 2003.
4. Tenant desires to lease an additional 7,721 rentable square feet as shown
on the plan attached hereto as Exhibit A, known as the ninth floor, Suite
905 and 906 ("Expansion Area").
5. The terms used in this Second Amendment, which are defined in the
Agreement, shall have the meanings given to them in the Agreement, except
as otherwise expressly provided in this Second Amendment.
Agreement
NOW, THEREFORE, the parties agree as follows:
1. Premises: The demised Premises shall be increased to a total square footage
as follows:
CFI Existing Area: 72,111 rsf
CFI Expansion Area: 7,721 rsf
Total CFI Premises: 79,832 rsf
2. Commencement and Expiration Date: The commencement date of the term of the
agreement for the expansion area (Expansion Area Commencement Date) shall
be in two stages. April 1, 1999, Tenant will occupy approximately 2,909 rsf
known as Suite 905. August 1, 1999, Tenant will occupy 4,812 rsf known as
Suite 906. The Agreement will expire as to the entirety of the Premises on
September 30, 2003.
3. Upon Tenant's occupancy of Suite 906 on August 1, 1999, Suites 905 and 906
will be known collectively hereafter as Suite 905.
4. Rent: The monthly base rent for the Expansion Area shall be as follows:
Months SF Rate ($/SF) Monthly Rent
-------- ---- ----------- ------------
April 1, 1999 - July 31, 1999 2,909 $20.00 $4,848.33
August 1, 1999 - March 31, 2000 7,721 $20.00 $12,868.33
April 1, 2000 - March 31, 2002 7,721 $21.00 $13,511.75
April 1, 2002 - March 31, 2003 7,721 $22.00 $14,155.17
April 1, 2003 - September 30, 7,721 $23.00 $14,798.58
2003
5. Base Rent Schedule:
Original Tenth Suites Total
Lease Term Lease Floor 905 & 906 Base Rent
---------------- ---------- ---------- ---------- -----------
4/1/99 - 6/30/99 $72,729.00 $26,124.00 $4,848.33 $103,701.33
7/1/99 - 7/31/99 $78,261.50 $26,124.00 $4,848.33 $109,233.83
8/1/99 - 3/31/00 $78,261.50 $27,707.00 $12,868.33 $118,836.83
4/1/00 - 7/31/01 $78,261.50 $27,707.00 $13,511.75 $119,480.25
8/1/01 - 3/31/02 $87,113.00 $30,478.00 $13,511.75 $131,102.75
4/1/02 - 3/31/03 $87,113.00 $30,478.00 $14,155.17 $131,746.17
4/1/03 - 9/30/03 $87,113.00 $30,478.00 $14,798.58 $132,389.58
6. Tenant's Percentage: Under section 24.2 of the Lease Agreement, Tenant's
percentage of the Building will be based upon two calculations:
(a) Tenant's existing square footage divided by the total building
square footage as determined by old BOMA measurements 72,111 divided
by 183,0501 equals 39.3% pro rata share).
(b) Tenant's percentage for expansion area will be determined by
dividing expansion square footage by building square footage
determined by new BOMA measurements (7,721 divided by 188,917 equals
4.09% expansion space pro rate share).
7. Base Year: Under Section 19.4, Additional Rent: Operating Expense
Adjustment, Tenant's Base Year for floors two, three, four and ten will be
1996; Tenant's Base Year for the Expansion Area (ninth floor) will be 1999.
Under Section 19.1, Tenant's Base Year for real property taxes shall be
1994-1995 for floors two, three and four; 1996-1997 for the tenth floor;
and 1998-1999 for the Expansion Area (Suites 905 and 906).
8. Tenant Improvements: Landlord shall provide Tenant a tenant improvement
allowance up to and not to exceed $108,094.00 (the "TI Allowance"). The TI
Allowance shall be used to pay for all costs and expenses incurred in
connection with remodeling the Expansion Area, including, without
limitation, all costs for heating, ventilation and air conditioning
modifications made to the existing condition as of the signature date of
the Second Amendment to Lease, electrical distribution, plumbing,
partitions, working drawings, construction documents, design services,
supervision and permits, but not furniture and furnishings.
It is agreed and understood that Tenant will be responsible for payment of
the entire cost of other improvements in excess of the TI Allowance. If
Tenant exceeds the TI Allowance, any such excess costs shall promptly be
paid by Tenant in a single lump sum within 15 days after receipt of invoice
from the Landlord. Tenant shall not be entitled to a credit for any unused
portion of the TI Allowance.
Landlord will act as construction manager and administer a contract on the
Tenant's behalf for the entire scope of the work outlined above and
Landlord shall have no liability to tenant whatsoever for any claims or
damages arising in connection with Landlord's services as construction
manger or its administration of the construction contract, except as may be
caused by Landlord's gross negligence, willful misconduct or delay, except
for causes beyond the Landlord's control. Landlord shall not charge Tenant
or the TI Allowance for any construction supervisory fee of landlord or its
building manager.
The plans for the remodeling work itself, and all contractors and
subcontractors used in the remodeling work, shall be subject to Landlord's
prior written approval, which approval shall not unreasonably be withheld.
All remodeling work shall be in compliance with all applicable laws and
regulations as of the date of this Amendment, including, without
limitation, the Americans with Disabilities Act.
9. Parking: Section 26.1 of the Lease Agreement shall be amended to provide
three additional parking spaces for a total of 30 parking spaces in the
building parking garage at prevailing market rates which change form time
to time. In the event Tenant chooses not to use its entire parking
allocation, Tenant shall give Landlord at least 60 days' prior written
notice of the number of parking spaces it will give up, and Landlord may
use such given up spaces for its own account. Tenant can reinstate stalls
up to its allowance with at least 60 days' prior written notice to
Landlord. All other provisions stated in Section 26.1 of the Agreement
shall remain in effect. Tenant acknowledges that this Section 9 complies
with Landlord's obligations under the last sentence of Section 26.1 of the
Agreement.
10. Option to Expand: The option to expand provision contained in the First
Amendment to Agreement as paragraph 7, page 3, is hereby deleted in its
entirety.
11. Early Possession: Landlord shall provide Tenant with early access to the
Premises at least 21 days prior to the April 1, 1999 (Suite 905) and August
1, 1999 (Suite 906). Expansion Space Commencement Date in order for Tenant
to ready the Premises for occupancy. Within this period, Tenant shall have
access for its vendors to complete the necessary cabling for Tenant's
equipment, and to install equipment and office furnishings. Tenant shall
coordinate its activities with those of Landlord's contractor to avoid any
delay in completion of the work. Tenant's access during such period shall
be on all the terms and conditions of the Agreement, other than payment of
rent.
Except as amended by this Second Amendment, all other terms and conditions of
the Lease Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date first set forth above.
AGREED AND ACCEPTED AGREED AND ACCEPTED
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance CFI ProServices, Inc.
Company, Landlord
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Investment Officer Title: Vice President & CFO
Date: 1/20/99 Date: 1/15/99