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EXHIBIT 10.22(b)
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (hereinafter
referred to as this "Amendment") is made and entered into as of the 23rd day of
November, 1999, by and between ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSOCIATES ("Landlord") and
INTERLAND, INC. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
dated February 26, 1999 (the "Original Lease"), covering premises in the office
building commonly known as "Centennial Tower" located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ of Atlanta, ▇▇▇▇▇▇ County, Georgia, as modified and amended pursuant to
that certain First Amendment to Lease Agreement, dated as of April 1, 1991,
between Landlord and Tenant, and that certain Second Amendment to Lease
Agreement, dated as of May 21, 1999, between Landlord and Tenant, and as Amended
and Restated pursuant to that certain Amended and Restated Lease Agreement,
dated as of September 28, 1999, between Landlord and Tenant (the Original Lease,
as so modified, amended and restated, is hereinafter referred to as the
"Lease"); and
WHEREAS, Landlord and Tenant desire to modify and amend the Lease as
more fully set forth below;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
covenant and agree as follows:
1. DEFINITIONS. For all purposes of this Amendment, unless
otherwise expressly provided in this Amendment or unless the context in which
such term is used indicates a contrary intent, the capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Lease.
2. MODIFICATION AND AMENDMENT OF LEASE. Landlord and Tenant do
hereby modify and amend the Lease as follows:
(1) The definition of "Approximate Rentable Area of the
Premises" appearing in Paragraph 1 of the Lease is hereby modified and amended
by adding the following provision at the end thereof:
"In addition, effective as of the Fifth Floor
Expansion Effective Date (which may occur prior to, contemporaneously with, or
after the Third Floor Expansion Effective Date and/or the Fourth Floor Expansion
Effective Date), the Approximate Rentable Area of the
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Premises shall be increased by 18,105 square feet."
(2) The definition of "Base Rent" appearing in Paragraph
1 of the Lease is hereby modified and amended by adding the following provision
at the end thereof:
"In addition, from and after the Fifth Floor
Expansion Effective Date, Base Rent shall also mean
and include the following additional Base Rent:
RENTAL ANNUAL MONTHLY
RATE PER RENTABLE BASE BASE
DATE: SQ. FT. RENT RENT
----- ----------------- ------ -------
From The Fifth Floor $15.00 $271,575.00 $22,631.25
Expansion Effective Date
through July 31, 2000
From August 1, 2000 $15.75 $285,153.75 $23,762.81
through July 31, 2001
From August 1, 2001 $16.50 $298,732.50 $24,894.37
through July 31, 2002
From August 1, 2002 $17.25 $312,311.25 $26,025.93
through July 31, 2003
From August 1, 2003 $17.75 $321,363.75 $26,780.31
through July 31, 2004
From August 1, 2004 $18.50 $334,942.50 $27,911.87
through July 31, 2005
From August 1, 2005 $18.75 $339,468.75 $28,289.06
through July 31, 2006
From August 1, 2006 $19.25 $348,521.25 $29,043.43
through July 31, 2007
From August 1, 2007 $19.75 $357,573.75 $29,797.81
through July 31, 2008
From August 1, 2008 $20.25 $366,626.25 $30,552.18
through July 31, 2009
(3) The definition of "Base Year Operating Costs"
appearing in Paragraph 1 of the Lease is hereby modified and amended by
replacing the word "and" in the fourth line
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thereof with a comma, and by adding the phrase "and the Fifth Floor Expansion
Premises" to the fourth line thereof immediately following the word "Premises"
and before the word ", respectively".
(4) The Lease is hereby modified and amended by adding
the following new definitions immediately after the defined term "Estimated
Costs" and immediately preceding the defined term "Fourth Floor Expansion
Effective Date":
"'Fifth Floor Expansion Effective Date' means the
date upon which the Fifth Floor Expansion Premises has been substantially
completed (as defined in subparagraph 4(c), below) in accordance with the plans
and specifications therefor (other than any immaterial work described and
identified on Landlord's Punch List which cannot be completed on such date,
provided such incompletion will not substantially interfere with Tenant's use of
the Fifth Floor Expansion Premises); provided, however, that the date of
substantial completion for purposes of determining the Fifth Floor Expansion
Effective Date and the payment of Rent with respect to the Fifth Floor Expansion
Premises shall be accelerated by the number of days of any Tenant Delay, and
shall in any event be no later than June 1, 2000 unless a work or other delay is
caused by Landlord or its agent or contractors by reason of any of such parties'
failure to timely complete Landlord's Work or the Tenant Improvements in the
Fifth Floor Expansion Premises, or otherwise."
"'Fifth Floor Expansion Premises' means all of the
Fifth Floor of the Building, being the space labeled as such on Exhibit 'B-3'
attached hereto, consisting of 18,105 rentable square feet, together with any
improvements now or at any time hereinafter comprising or built into such
space."
"'Fifth Floor Expansion Premises Lease Improvement
Agreement' means the Fifth Floor Expansion Premises Lease Improvement Agreement
attached hereto as Exhibit 'J' and by this reference incorporated herein."
"'Fifth Floor Expansion Premises Schedule of
Improvements' means the scheduling matters set forth on Exhibit 'J-1' attached
hereto and by this reference incorporated herein."
(5) The definition of "Landlord's Allowance" appearing in
Paragraph 1 of the Lease is hereby modified and amended by replacing the word
"and" in the second line thereof with a comma, and by adding the phrase "and the
Fifth Floor Expansion Premises Lease Improvement Agreement" to the second line
thereof immediately following the word "Agreement" and before the words ", as
the".
(6) The definition of "Landlord's Punch List" appearing
in Paragraph 1 of the Lease is hereby modified and amended by adding the phrase
"and the "Fifth Floor Expansion Premises, as the case may be," to the second
line thereof immediately following the word "Premises" and before the word ",
which".
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(7) The definition of "Landlord's Work" appearing in
Paragraph 1 of the Lease is hereby modified and amended by replacing the word
"and" in the second line thereof with a comma, and by adding the phrase "and the
Fifth Floor Expansion Premises Lease Improvement Agreement," to the second line
thereof immediately following the word "Agreement" and before the word ", as
the".
(8) The definition of "Lease Improvement Agreements"
appearing in Paragraph 1 of the Lease is hereby modified and amended by
replacing the word "and" in the second line thereof with a comma, and by adding
the phrase "and the Fifth Floor Expansion Premises Lease Improvement Agreement"
at the end of such definition immediately following the word "Agreement".
(9) The definition of "Premises" appearing in Paragraph 1
of the Lease is hereby modified and amended by adding the phrase "or the Fifth
Floor Expansion Effective Date" to the second line thereof immediately following
the word "Date" and before the word ", respectively"; and by replacing the word
"and" in the fourth line thereof with a comma, and by adding the phrase "and the
Fifth Floor Expansion Premises" to the fourth line thereof immediately following
the word "Premises" and before the words ", as the".
(10) The definition of "Schedule of Improvements"
appearing in Paragraph 1 of the Lease is hereby modified and amended by
replacing the word "and" in the fourth line thereof with a comma, and by adding
the phrase "and the Fifth Floor Expansion Premises Schedule of Improvements" to
the fifth line thereof immediately following the word "Improvements" and before
the word ", respectively".
(11) The definition of "Tenant Improvements" appearing in
Paragraph 1 of the Lease is hereby modified and amended by replacing the word
"and" in the second line thereof with a comma, and by adding the phrase "and the
Fifth Floor Expansion Premises Lease Improvement Agreement" at the end of such
definition immediately following the word "Agreement".
(12) The definition of "Tenant's Cost" appearing in
Paragraph 1 of the Lease is hereby modified and amended by replacing the word
"and" in the first line thereof with a comma, and by adding the phrase "and the
Fifth Floor Expansion Premises Lease Improvement Agreement" to the second line
thereof immediately following the word "Agreement" and before the words ", as
the".
(13) Subparagraph (4)(c) of the Lease, appearing on pages
7 and 8 thereof, is hereby modified and amended by replacing the word "and" in
the third line thereof with a comma, and by adding the phrase "and the Fifth
Floor Expansion Premises" at the end of the third line thereof immediately
following the word "Premises". Subparagraph 4(c) of the Lease is hereby further
modified and amended by adding the phrase "(or the Fifth Floor Expansion
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Premises Lease Improvement Agreement, as the case may be)" to the sixth line
thereof immediately following the word "Agreement" and before the word "with".
In addition, such subparagraph (4)(c) is hereby further modified and amended by
adding the phrase "or the Fifth Floor Expansion Premises" to the 13th line
thereof immediately following the word "Premises" and before the words ", as the
case". Such subparagraph (4)(c) is hereby further modified and amended by
replacing the word "and" in the 17th, 19th and 22nd lines thereof with commas,
and by adding the phrase "and the Fifth Floor Expansion Premises" to each such
line immediately following the word "Premises" and before the words ", as the
case" in each of the foregoing lines of such subparagraph.
(14) Subparagraph 4(d) of the Lease, appearing on page 8
thereof, is hereby modified and amended by adding the phrase "or the Fifth Floor
Expansion Premises" to the first line thereof immediately following the word
"Premises" and before the words ", or possession". Such subparagraph 4(d) is
hereby further modified and amended by adding the phrase "or the Fifth Floor
Expansion Effective Date, as the case may be," to the 7th line thereof
immediately following the words "Effective Date" and before the word
"notwithstanding".
(15) Paragraph 4(e) of the Lease, appearing on page 8
thereof, is hereby modified and amended by replacing the word "and" in the 6th
line there of with a comma, and by adding the phrase "and the Fifth Floor
Expansion Effective Date" to the 7th line thereof immediately following the word
"Date" and before the words ", Tenant shall".
(16) Paragraph 9(a) of the Lease, appearing on pages 10
and 11 thereof, is hereby modified and amended by deleting the 14th and 15th
lines thereof in their entirety, and by substituting in lieu thereof the
following new provision: "Primary Lease Improvement Agreement, the Fourth Floor
Expansion Premises Lease Improvement Agreement, and the Fifth Floor Expansion
Premises Lease Improvement Agreement, and that no representations respecting the
condition of the".
(17) Paragraph 33 of the Lease, appearing on Pages 27
through 29 thereof, is hereby modified and amended by adding the following new
subparagraph (e) immediately following subparagraph (d) appearing on Page 29
thereof:
"(e) In the event that the conditions described and
identified in subparagraph 33(c)(i) and (ii) are not
satisfied on or before December 15, 1999, then Tenant
shall be required to deposit with Landlord the
additional sum of $137,185.50 as additional security
in consideration for the leasing by Tenant of the
Fifth Floor Expansion Premises, which sum of
$137,185.50 shall be deposited by Tenant with
Landlord on or before January 15, 1999. Such
additional Security Deposit shall become for all
purposes a part of the Principal Deposit, and shall
be held and disbursed by Landlord at the time and in
the manner provided for disbursement of the Principal
Deposit pursuant to the provisions of subparagraph
33(c) hereof."
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(18) Exhibit "A-1" of the Lease is hereby modified and
amended by replacing the word "and" in the second line thereof with a comma, and
by adding the phrase "the Fourth Floor Expansion Premises and the Fifth Floor
Expansion Premises" at the end of the second line thereof immediately following
the word "PREMISES".
(19) The Lease is hereby modified and amended by attaching
thereto Exhibit "B-3", Exhibit "J", Exhibit "J-1" and Exhibit "J-2" attached to
this First Amendment and hereby incorporated into the Lease in their entirety.
(20) Paragraph 1 of the Special Stipulations attached as
Exhibit "G" to the Lease is hereby modified and amended by deleting the first
sentence thereof in its entirety, and by substituting in lieu thereof the
following new sentence: "Subject in all respects to the terms of this Lease
(including, without limitation, the provisions of Special Stipulation 5 and 6
hereinbelow), from and after the Commencement Date, Tenant shall have the right
to use two (2) reserved and sixty two (62) unreserved spaces (for a total of
sixty four (64) spaces) in the parking garage serving the Building."
(21) Paragraph 3 of the Special Stipulations attached as
Exhibit "G" to the Lease is hereby modified and amended as follows:
(1) By deleting from the first line thereof the
words and numbers "fifth (5th) floor" in
their entirety, and by substituting in lieu
thereof the phrase "sixth (6th), seventh
(7th) and eighth (8th) floors (each of which
floors contain 18,105 rentable square
feet)";
(2) By adding the phrase "(except with respect
to Rent and tenant improvement allowances
which shall be determined as hereinafter
provided)" to the 12th line thereof
immediately following the word "Offer" and
before the words "or on";
(3) By adding the phrase "(except with respect
to Rent and tenant improvement allowances
which shall be determined as hereinafter
provided)" to the third line of the second
full paragraph thereof immediately following
the words "in the Advice" and before the
words "shall govern";
(4) By deleting the last two lines of the third
full paragraph in their entirety, beginning
with the words "commences unless the" and
ending with the words "Second Refusal
Space", and by substituting in lieu thereof
the following provisions: "commences. In
addition, notwithstanding anything to the
contrary contained in the Advice, or
otherwise, Rent for any Second Refusal Space
so accepted by
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Tenant shall be the per square foot Base
Rent in effect with respect to the Fifth
Floor Expansion Premises and, in addition,
Tenant shall pay Tenant's Pro Rata Share of
any increase in Operating Costs over the
calendar year 2000 Base Year Operating
Costs. In addition, in the event that Tenant
commences paying Rent on any Second Refusal
Space within twelve months from the date of
the Fifth Floor Expansion Effective Date
(the "TI Cut-Off Date") then, with respect
to such Second Refusal Space, but not
otherwise, Landlord shall provide Tenant
with a tenant improvement allowance per
rentable square foot of such Second Refusal
Space of $12.00. In addition, in the event
that Tenant commences paying Rent on any
Second Refusal Space at any time on or after
the TI Cut-Off Date then, with respect to
such Second Refusal Space, but not
otherwise, Landlord shall provide Tenant
with a tenant improvement allowance per
square foot of such Second Refusal Space in
an amount equal to the product obtained by
multiplying $12.00 by a fraction, numerator
of which is the number of full calendar
months remaining in the initial Term of this
Lease as of the date on which Tenant is
required to begin payment of Rent pursuant
to the terms of the Advice, and the
denominator of which is 109;"
(5) By adding the phrase "(except with respect
to Rent and the tenant improvement allowance
which shall be determined as provided
hereinabove)" to the third line of the last
paragraph thereof immediately following the
word "Advice" and before the words ", and
reflecting".
(6) By adding the following new paragraph
immediately following the last paragraph
thereof: "Landlord hereby represents that it
has delivered proper notice to ▇▇▇▇▇▇
Broadcasting System, Inc. (`TBS') with
respect to its refusal rights concerning the
Premises heretofore leased by Tenant; that
TBS has failed or refused to exercise its
refusal rights with respect thereto; and
that TBS' time period within which it may
exercise its refusal rights with respect to
the 6th, 7th and 8th floors of the Building
is limited to a period of ten (10) days from
the date of receipt of proper notice
triggering TBS' refusal rights with respect
to such floors.
(22) The Lease is hereby further modified and amended by
adding the following new paragraph to the Special Stipulations attached as
Exhibit "G" to the Lease, immediately following Paragraph 18 thereof:
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"19. Monument Signage. Landlord hereby covenants and agrees to
construct a monument sign in front of the Building on which Tenant may install
its name on both sides thereof at the time and in the manner provided by this
Paragraph. At such time as Tenant actually occupies, has exercised its refusal
rights with respect to, or has executed a lease for not less than 71,000
rentable square feet of space in the Building (exclusive of unexercised
expansion, right of first refusal, or similar options), Tenant shall be entitled
to place its name at a location designated by Landlord on such monument sign.
The location, size and materials of such monument signage shall be approved by
Landlord in its discretion. All monument signs shall be of equivalent size, and
the monument shall be of a sufficient size to permit installation of not less
than four (4) signs thereon. Tenant shall be required to pay for any and all
costs and expenses associated with the design, construction, and installation of
such signage (as opposed to the cost of the monument), and for the removal
thereof, upon the expiration or earlier termination of this Lease. In addition,
in the event that (i) Tenant, after the installation of such signage at any time
occupies less than 71,000 rentable square feet of space in the Building,
Landlord may elect at its sole option to require Tenant to remove its signage at
Tenant's sole cost and expense, and (ii) at any time there are three or more
tenants occupying more rentable square footage of the Building than Tenant (even
if Tenant occupies 71,000 rentable square feet or more of the Building),
Landlord may require Tenant to remove its signage at Tenant's sole cost and
expense; provided, however, that no tenant in the Building will be entitled to
place its signage on the monument sign unless such tenant occupies square
footage in an amount equal to or greater than the lesser of (a) 71,000 rentable
square feet, or (b) the rentable square footage actually leased and occupied by
Tenant from time to time."
3. INTERPRETATION. If any conflict between the terms of this
Amendment and the terms of the Lease occurs, the terms of this Amendment shall
govern and control in all respects. It is the intention of Landlord and Tenant
with respect to the subject matter hereof that the terms of this Amendment shall
supersede and replace in each and every respect the terms and provisions of the
Lease which the parties intend to modify pursuant to the terms hereof.
4. BINDING EFFECT; HEADINGS; APPLICABLE LAW. All the terms and
provisions of this Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. The headings in
this Amendment are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
5. RATIFICATION. Except as hereinabove set forth, the Lease shall
remain unmodified and in full force and effect, and Landlord and Tenant do
hereby ratify and confirm the Lease, as modified and amended herein.
6. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which is to be deemed original for all purposes.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal as of the date first above written.
LANDLORD:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSOCIATES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President
---------------------------------
[CORPORATE SEAL]
TENANT:
INTERLAND, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
-----------------------------------
Title: Managing Director
---------------------------------
[CORPORATE SEAL]
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EXHIBIT "J"
FIFTH FLOOR EXPANSION PREMISES
LEASE IMPROVEMENT AGREEMENT
1. GENERALLY
Landlord and Tenant acknowledge and agree that this Fifth Floor
Expansion Premises Lease Improvement Agreement shall govern the terms and
conditions on which Tenant Improvements shall be constructed and installed in
the Fifth Floor Expansion Premises. The text of each of the following paragraphs
has been prepared specifically with reference to the buildout of the Fifth Floor
Expansion Premises. Landlord's Allowance for construction of Tenant Improvements
shall be $12.00 per rentable square foot with respect to the Fifth Floor
Expansion Premises. Landlord has not agreed to provide any additional other
tenant improvement allowance (other than as set forth in the immediately
preceding sentence) to Tenant for purposes of funding the cost of Tenant
Improvements in the Fifth Floor Expansion Premises.
2. IMPROVEMENTS
(1) At Tenant's expense, Landlord shall furnish and install
substantially in accordance with the construction drawings and
specifications approved by Tenant and Landlord, partitions,
doors, lighting fixtures, acoustical ceiling, floor coverings,
electrical outlets, telephone outlets, air conditioning, fire
sprinklers, signage, wall finishes, and construction clean-up
and other improvements required by Tenant which are normally
performed by the construction trades (the "Tenant
Improvements"). Landlord shall cause to be prepared at
Tenant's sole cost and expense all architectural plans and
specifications, and all structural, mechanical and electrical
engineering plans and specifications (the "Plans") required
for Tenant's occupancy. The preparation of the Plans shall not
include selection of non-building standard finishes, or any
fixtures or furniture, or any other elements of interior
design.
(2) At Landlord's expense, Landlord shall or has provided the
improvements described in Exhibit "J-3" attached hereto and by
this reference incorporated herein (hereinafter referred to as
"Landlord's Work").
(3) Landlord shall provide a construction management team that
will supervise and facilitate construction of all Tenant
Improvements. Such construction management team shall receive
a management fee in an amount equal to five percent (5%) of
all costs associated with the Tenant Improvements (including
any portion relating to "Tenant's Cost"(as hereinafter
defined)). Such construction management fee shall be paid to
Landlord's construction manager
EXHIBIT "J"
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as a disbursement from "Landlord's Allowance" (as defined
below).
(1)
3. LANDLORD'S ALLOWANCE
As Landlord's contribution to work provided in Paragraph 1(a), Landlord
shall provide Tenant with an allowance of Two Hundred Seventeen Thousand Two
Hundred Sixty and 00/100 Dollars ($217,260.00) ("Landlord's Allowance") with
respect to the Fifth Floor Expansion Premises. Notwithstanding the above, Tenant
may, at Tenant's discretion, use all or any portion of Landlord's Allowance for
costs related to design and construction of the Tenant Improvements, Tenant's
signage costs, moving expenses and installation of Tenant's furniture; provided,
however, that as a condition to Tenant's right to use Landlord's Allowance for
such purposes, Tenant shall be required to improve and finish all portions of
the Fifth Floor Expansion Premises to at least the following minimum standards:
(i) a fully completed ceiling with lights connected and switched and ceiling
tiles installed; (ii) the base building heating, ventilating and air
conditioning system installed, including interior duct work, supply grills, and
interior zone controls; (iii) sprinkler heads installed or relocated in
accordance with applicable codes; (iv) a fully operational and certified life
safety system installed; (v) finished floors; (vi) all drywall surfaces fully
skimmed, sanded, painted and finished; (vii) standard electrical distribution
outlets for convenience power installed and connected; and (viii) a certificate
of occupancy from the appropriate governmental authority shall be issued for
such space. Landlord represents and warrants to Tenant that implementation of
the Plans will (i) exceed the minimum standards set forth in the immediately
preceding sentence, and (ii) result in the completion of all improvements called
for in the pricing drawings approved by Landlord and Tenant.
4. TENANT'S COST
(1) Tenant shall bear the cost, if any, of the Tenant's
Improvements over and above the Landlord's Allowance (such
additional cost is hereinafter referred to as "Tenant's
Cost"). The cost of any modifications of any part of the work
described in Paragraph 1 already completed that are requested
by Tenant shall constitute part of Tenant's Cost. In addition,
subject to Landlord's approval (which approval shall not be
unreasonably withheld or delayed, but which may be conditioned
on Tenant's payment of all utility costs therefor), Tenant may
install additional air conditioning units in the Fifth Floor
Expansion Premises.
(2) [INTENTIONALLY OMITTED]
(3) Tenant shall pay one-half (1/2) of all amounts payable by
Tenant to Landlord pursuant to this Paragraph 4 of this
Exhibit "J" immediately following Tenant's approval of the
price to be paid to Landlord as per subparagraph 5(b) hereof.
Tenant shall pay the remaining amounts immediately upon the
Fifth Floor Expansion Effective Date.
EXHIBIT "J"
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5. PLANNING SCHEDULE
1.
(1) Preparation and Approval of Plans:
(1) Landlord and Tenant shall diligently pursue the
preparation of the Plans in accordance with Exhibits
"J-1" and "J-2", as the case may be. Failure of
Tenant to provide said instructions by the dates
specified in Exhibits "J-1" and "J-2", as the case
may be, shall constitute a Tenant Delay.
(2) The Plans shall then be prepared in conformance with
Landlord's requirements and all applicable codes,
ordinances and laws, and shall specify materials and
details equal to or better than Landlord's building
standard. The Plans shall be subject to approval of
Landlord and the government officials having
jurisdiction. Landlord shall submit complete
construction plans to Tenant for approval and Tenant
shall approve said Plans in accordance with Exhibits
"J-1" and "J-2", as the case may be. Failure of
Tenant to approve the Plans in accordance with
Exhibits "J-1" and "J-2", as the case may be, shall
constitute a Tenant Delay.
(2) Upon receipt of the approved Plans, Landlord shall provide a
quotation based upon competitively bid subcontract pricing for
the work to Tenant for approval as the price to be paid by
Tenant to Landlord for Tenant's Cost. Upon written approval of
such price by Tenant, Landlord and Tenant shall be deemed to
have given final approval to the Plans as the basis on which
the quotation was made, and Landlord shall be authorized to
proceed with the improvements to the Initial Premises in
accordance with such Plans. Tenant will not unreasonably
withhold its approval of such price. Failure of Tenant to
approve or disapprove such price in accordance with Exhibits
"J-1" and "J-2", as the case may be, or unreasonable
disapproval of such price, shall constitute a delay by Tenant
in accordance with the provisions of Paragraph 4(b) of the
Lease. Landlord shall not be obligated to proceed with any
improvements of the Fifth Floor Expansion Premises until such
time as Tenant approves a price for the Tenant's Cost.
Exhibits "J-1" and "J-2", as the case may be, provide the
intermediate actions required of both Landlord and Tenant to
satisfy the schedule hereof.
(3) Landlord hereby agrees that Tenant may occupy any portion of
the Fifth Floor Expansion Premises as same becomes ready for
Tenant's occupancy notwithstanding that the entire Fifth Floor
Expansion Premises is not ready for Tenant's occupancy at such
time.
EXHIBIT "J"
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6. TENANT'S WORK
All work not within the scope of the normal construction trades
employed in the Building, including, but not limited to, furnishing and
installing of telephones, furniture, and office equipment shall be furnished and
installed by Tenant at Tenant's expense. Tenant shall adopt a schedule in
conformance with the schedule of Landlord's contractors and conduct its work in
such a manner as to maintain harmonious labor relations and as not to interfere
unreasonably with or delay the work of Landlord's contractors. Tenant's
contractors and subcontractors shall be acceptable to and approved by Landlord
and shall be subject to the administrative supervision of Landlord. Contractors
and subcontractors engaged by Tenant shall employ persons and means to insure so
far as may be possible the progress of the work without interruption on account
of strikes, work stoppages or similar causes for delay. Landlord shall give
access and entry to the Premises to Tenant and its contractors and
subcontractors and reasonable opportunity and time and reasonable use of
facilities to enable Tenant to adapt the Premises for Tenant's use; provided,
however, that if such entry is prior to the Fifth Floor Expansion Effective
Date, such entry shall be subject to all the terms and conditions of the Lease,
except the payment of Rent.
EXHIBIT "J"
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EXHIBIT "J-1"
FIFTH FLOOR EXPANSION PREMISES SCHEDULE OF IMPROVEMENTS
THE FOLLOWING SCHEDULE MORE CLEARLY DEFINES THE INTERMEDIATE STEPS ESSENTIAL TO
MEET THE DATES AS PROVIDED IN EXHIBIT "J":
ACTION
1. TENANT PROVIDES PROGRAM INFORMATION TO LANDLORD AND/OR ARCHITECT AND
DELIVERS PRELIMINARY SPACE PLAN TO LANDLORD: On or before ten (10)
days from the date of
execution by both
Landlord and Tenant of
the First Amendment to
Amended and Restated
Lease
2. LANDLORD'S COMMENTS ON TENANT'S PRELIMINARY SPACE PLAN AND PRELIMINARY
SPACE PLAN DELIVERED TO TENANT BY LANDLORD: 8 days
------------------------
after
Action 1
3. TENANT'S ACCEPTANCE OF PRELIMINARY SPACE PLAN: 4 days
------------------------
after
Action 2
4. PRICING NOTES DELIVERED TO TENANT BY LANDLORD: 6 days
------------------------
after
Action 3
5. TENANT'S ACCEPTANCE OF PRICING NOTES: 3 days
------------------------
after
Action 4
6. DETAILED PRELIMINARY ESTIMATE COMPLETED BY LANDLORD AND DELIVERED TO 3 days
TENANT: ------------------------
after
Action 5
7. TENANT'S FINAL ACCEPTANCE OF PRELIMINARY SPACE PLAN AND PRICING ESTIMATE 3 days
NO LATER THAN: ------------------------
after
Action 6
8. CONSTRUCTION DOCUMENTS TO TENANT BY LANDLORD: 14 days
------------------------
after
Action 7
EXHIBIT "J-1"
15
9. LANDLORD SHALL MAKE REVISIONS TO CONSTRUCTION DOCUMENTS, IF NECESSARY,
AND RELEASE THEM FOR BIDDING AND PERMITTING: 7 days
------------------------
after
Action 8
10. FINAL PRICING AND LANDLORD'S COSTS ON CONSTRUCTION DOCUMENTS DELIVERED
TO TENANT BY LANDLORD: 7 days
------------------------
after
Action 9
11. TENANT'S FINAL ACCEPTANCE OF ALL PLANS AND PRICING DELIVERED TO LANDLORD 3 days
NO LATER THAN: ------------------------
after
Action 10
12. COMMENCEMENT OF CONSTRUCTION, SUBJECT TO PERMIT APPROVAL BY CODE
OFFICIALS HAVING JURISDICTION: 3 days
------------------------
after
Action 11
13. SUBSTANTIAL COMPLETION AND OCCUPANCY BY TENANT. No later than June 1, 2000
NOTE: SCHEDULE ASSUMES ALL MATERIALS, EQUIPMENT, AND FINISHES ARE IN STOCK OR
AVAILABLE IN A TIMELY MANNER SO AS TO NOT DELAY THE JOB PROGRESS. SUBSTITUTION
OR DELETION OF SPECIFIED ITEMS MAY BE REQUIRED TO MAINTAIN SCHEDULE. LANDLORD'S
OBLIGATION TO MEET ANY OR ALL OF THE DATES SET FORTH ABOVE SHALL BE SUBJECT TO
LANDLORD'S ACTUAL RECEIPT OF TENANT'S APPROVALS, PROGRAM INFORMATION, ETC. ON OR
BEFORE THE DATES SET FORTH ABOVE.
EXHIBIT "J-1"
16
EXHIBIT "J-2"
LANDLORD'S WORK FOR FIFTH FLOOR EXPANSION PREMISES
1. STRUCTURE
Steel Structure with poured concrete floor over metal pan with a level
concrete floor (broom clean) ready for installation of glue down
carpeting (or other Tenant finish).
2. PERIMETER WALLS
Glass and precast concrete with the inside face of walls insulated and
with drywall installed, spackled, taped and sanded. Primer and paint
(or other finish) by Tenant.
3. COLUMNS AND CORE WALLS
(a) All columns shall be exposed. Framing, drywall and finish by
Tenant.
(b) The core walls shall be framed, drywalled, spackled, finished,
taped and sanded from slab to ceiling ready to accept a wall
finish. Core walls in public corridor will be finished by
Landlord. Core walls in Tenant space will be finished by
Tenant.
4. WINDOW TREATMENTS
1" horizontal mini-blinds at all perimeter glass.
5. DRAWINGS
The Landlord shall deliver the following base building
drawings/documents as needed by Tenant:
(a) A dimensional outline floor plan at a minimum scale of 1/8" =
1'0".
(b) Structural drawings showing the size and layout of the framing
for the Tenant's floor and the floor immediately above and
below.
(c) Mechanical and Electrical Drawings (as needed).
6. CORE
(a) Multi-Tenant Floor
Core complete with air conditioning, restrooms, finished
elevators, elevator lobby (with carpet, fire doors, lights,
finished walls and ceiling), stairways, ventilation shafts,
electrical/telephone rooms, mechanical room, janitor's closet,
and any
EXHIBIT "J-2"
17
required finished existing corridors (with carpet, lights,
finished walls and ceiling).
(b) Full-Floor Tenant
Core complete with air conditioning, restrooms, finished
elevators, unfinished elevator lobby, stairways, ventilation
shafts, electrical/telephone rooms, mechanical room and
janitor's closet.
7. DRINKING FOUNTAINS
One ADA accessible drinking fountain per floor.
8. RESTROOMS
Two common ADA accessible restrooms finished according to building
standard with ceramic floors, ceramic wet walls, wallcovering on other
walls, finished ceilings, granite vanities, enclosed stalls,
accessories, fixtures, trim and lighting.
9. DOORS
Finished wood stain doors complete with metal frame trim and hardware,
installed on all doorways in the service core with lever handle
hardware.
10. TELEPHONE
Access in telephone and electrical rooms on each floor to wiring for
telephone. Landlord will provide and install the appropriate wiring
from the base of the Building to such telephone and electrical rooms.
Wiring from rooms shall be Tenant's responsibility, at Tenant's
expense, to install and subscribe to any such service if Tenant so
desires.
11. PLUMBING
One valved point of connection for cold water. Two points of connection
to waste and vent lines on each floor.
12. AIR CONDITIONING
Each floor is equipped with two (2) 15-ton multizone constant volume
airhandlers which provide approximately 12,000 cubic feet per minute
(CFM) per unit. Each of these handlers serves the primary ductwork for
5 zones (i.e., ten zones per floor). Six of the 10 zones per floor are
heated with thermostatically controlled duct heaters which range in
size from 5KW to 9KW. The lobby level and the top floor (floor 36) have
all zones heated with duct heaters. Two (2) Carrier centrifugal
chillers (1040 tons and 1070 tons) provide cooling to the building.
13. ELECTRICAL
An electrical capacity of 5 ▇▇▇▇▇ per square foot of rentable area for
low voltage electrical consumption (120/208 volts) and 4.5 ▇▇▇▇▇ per
square foot of rentable area for high
EXHIBIT "J-2"
18
voltage lighting and HVAC (277/480 volts). Landlord will provide (but
not install) up to one (1) two foot x four foot fluorescent lighting
fixture per one hundred (100) rentable square feet of the Demised
Premises. Separate submeters shall be placed on all abnormal electrical
consumptions as part of Tenant's work.
Emergency power to serve elevators, emergency lighting, fire alarm and
security equipment will be provided by a diesel generator.
14. FIRE PROTECTION
(a) Fire Sprinklers
A complete, automatic fire protection system conforming to
NFPA 13 and hydraulically designed in accordance with NFPA 13
for Light Hazard Occupancy is provided for all tenant spaces
and common areas. Mechanical areas in the building are
designed in accordance with NFPA 13 for ordinary hazard
occupancies. Areas with completed ceilings will be provided
with chrome plated brass pendant heads centered in ceiling
tiles. Brass upright heads, mounted as required to meet base
system requirements will be installed in areas with unfinished
ceilings, with any turn downs and installation of pendant
heads performed as part of Tenant work. Lobby areas with
gypsum board ceilings will have concealed pendant heads with
flush ceiling coverplates.
(b) Fire Alarm
A fire alarm system including pull stations, ceiling and duct
mounted smoke detectors, water flow switches and tamper
switches will be installed as required to initiate alarms,
horns, and strobe devices for occupant evacuation. The system
shall comply, at a minimum, with the applicable provisions of
the ADA, NFPA 101, NFPA 72, NFPA 90A, NFPA 90B, and the Safety
Code for Elevators (ASME A17.1). Tenant shall be required to
install compatible devices within the Premises and connect to
base Building riser as part of Tenant buildout. (Compatible
devices are those that are UL listed for fire alarms and UL
listed to be used with Notifier Fire Alarm systems).
15. CEILING
A 2'x2' ceiling grid installed at 8'9" above finished floor. Ceiling
tile will be stacked on floor. Tile to be 24" x 24" Beveled Tegular
Cortega by ▇▇▇▇▇▇▇▇▇ or similar. Grid to be exposed narrow profile.
EXHIBIT "J-2"
19
16. ELEVATORS
Building Elevators
(a) High Rise
The lobby and high rise floors (floors 20-34) are served by
five (5) 3500 pound capacity elevators each operating at 1000
feet per minute. Each of these elevators is a gearless
traction model.
(b) Low Rise
The low rise floors (floors 1-19, there is no floor 13) are
served by six (6) 3500 pound capacity elevators each operating
at 700 feet per minute. Each of these elevators is a gearless
traction model.
(c) Top Three Floors
The top three floors (floors 34-36) are served by one (1) 3000
pound capacity elevator operating at 200 feet per minute. This
elevator is a geared traction model.
(d) Freight Elevator
The main building's 36 floors (floors 1-36 and basement, but
there is no floor 13) are served by one (1) freight elevator.
The freight elevator has 3500 pounds of capacity and operates
at 1000 feet per minute. The freight elevator is a gearless
traction model.
Parking Deck and Loading Dock Elevators
- Parking Deck Elevator
The parking deck is served by two (2) 2000 pound capacity
passenger elevators operating at 300 feet per minute. Each of
these two elevators serves all seven levels of the parking
deck and two levels below the parking deck.
- Loading Dock Elevator
The loading dock elevator shuttles between the loading dock on
the east end of the building and the basement where transfer
can be made to the freight elevator. This elevator has 5000
pounds of capacity and operates at 35 feet per minute. The
loading dock elevator is a hydraulically operated model.
Elevator Control System
The elevators are operated by a newly installed all-digital
SCR drive controller.
EXHIBIT "J-2"