Exhibit 10.3
FIRST AMENDMENT TO
LEASE
THIS FIRST AMENDMENT TO LEASE
(“Agreement”) dated May 26 , 2005, is made
and entered into by and between Multi-Employer Property Trust, a
trust organized under 12 C.F.R. Section 9.18 (“
Landlord ”) and HouseValues, Inc. a Washington
corporation (“Tenant”).
BACKGROUND
A. Landlord and
Tenant entered into that certain Lease Agreement dated
November 1st, 2004 (the “ Lease ”),
for approximately 65,469 rentable square feet of space (the “
Premises ”) located at 11332 NE 122
nd
Way, Kirkland, WA
98034, commonly known as Building A-2 of Kirkland 405 Corporate
Center, and as more fully described in the Lease.
B. Exhibit G entitled
“Landlord Improvements” was attached to the
Lease.
C. Landlord and Tenant desire to
revise Exhibit G as set forth in this Agreement.
D. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them
in the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of
the covenants and agreements contained herein, the parties hereby
mutually agree as follows:
1. EXHIBIT G: The
Exhibit G attached to the Lease is hereby replaced in its
entirety with the Exhibit G attached to this
Agreement.
2. 2004 OPERATING
COSTS: For Year 2004, Controllable Operating COSTS, grossed
up to include all additional costs and expenses that Landlord
reasonably determines would have been incurred had one hundred
percent (100%) of the Building been occupied at all times
during 2004 by tenants, were Three and 96/100 Dollars ($3.96) per
rentable square foot.
3. LIMITATION ON INCREASES IN
CONTROLLABLE OPERATING COSTS: Notwithstanding anything in
this Lease to the contrary, increases in those Operating Costs or
Project Operating Costs that meet the definition of Controllable
Operating Costs shall not, in the aggregate, exceed the following
per rentable square foot:
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Maximum
Controllable
Operating Costs
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2005
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$
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4.16
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2006
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$
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4.37
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2007
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$
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4.58
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2008
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$
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4.81
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2009
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$
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5.05
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2010
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$
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5.31
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4. AUTHORITY: Tenant
represents and warrants that all necessary corporate actions have
been duly taken to permit Tenant to enter into this Agreement and
that the person signing this Agreement on behalf of the Tenant has
been duly authorized and instructed to execute this Agreement.
Landlord represents and warrants that all necessary company actions
have been duly taken to permit Landlord to enter into this
Agreement and that the person signing this Agreement on behalf of
the Landlord has been duly authorized and instructed to sign this
Agreement.
5. FULL FORCE AND
EFFECT: Except as expressly modified above, all terms and
conditions of the Lease remain in full force and effect and are
hereby ratified and confirmed. Landlord and Tenant hereby
acknowledge and agree that, except as provided in this Agreement,
the Lease has not been modified, amended canceled, terminated,
released superseded or otherwise rendered of no force or
effect.
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LANDLORD:
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TENANT:
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MULTI-EMPLOYER PROPERTY TRUST, a
trust
organized under 12 C.F.R.
Section 9.18
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HOUSEVALUES, INC., a Washington
Corporation
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By:
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/s/ CLAYTON
LEWIS
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By: Kennedy
Associates Real Estate Counsel, Inc.,
Authorized
Signatory
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Name:
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Clayton
Lewis
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Its:
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COO and
President
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By:
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/s/ SCOTT M
MATHEWS
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Name:
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Scott M.
Mathews
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Its:
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Vice
President
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2
Attachment to Lease
Amendment
EXHIBIT G to Lease
LANDLORD’S
IMPROVEMENTS
The following describes the items
for which Landlord will contribute a separate allowance amount in
the amount of Eighty-One Thousand Five Hundred Sixty-Four and
No/100 Dollars ($81,564.00) (the “ Landlord Improvement
Allowance ”) to compensate Tenant for having
Tenant’s contractor install the Landlord Improvements. Tenant
will retain Tenant’s contractor to complete the following
Landlord Improvements. Landlord will pay Tenant or Tenant’s
Contractor for the cost of such landlord Improvements once they
have been substantially completed upon invoice by Tenant. Tenant
shall be solely responsible for the workmanship and for completing
the work so as to satisfy Tenant’s concerns in these areas.
Once the Landlord Improvement Allowance has been transferred to
Tenant, Landlord shall have no further obligation with respect to
the specific items listed below prior to the Commencement Date;
however, nothing in this Exhibit G is intended to limit any
of Landlord’s representations or obligations in the
Lease.
Tenant has agreed that Tenant will
review and repair, if necessary, the first floor server room
condenser ventilation issues at a later date. Landlord makes no
warranty for the condition of the condenser units or the connected
Liebert units on floor 1. The engineering team has recommended that
the condensing unit issue be resolved at a time when it can measure
the effect corrective action will have on the units. Upon
Landlord’s payment of the $81,564.00 to Tenant, Tenant shall
relieve Landlord of any further obligation established by
Exhibit G and Tenant shall assume the responsibility for
resolving the condenser unit ventilation issues in the
future.
Work to be funded:
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Removal of approximately
1
/
2 of the building existing ceiling
tile to assist in the cable demolition.
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•
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Conversion of existing sprinkler
system to a code compliant system limited to exchanging heads on
floors 1-3
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