Exhibit 10.25
LEASE AGREEMENT
THIS LEASE (this
“Lease”) is made as of November 1 st , 2005
by and between Genesis Partners, LLC of Bozeman, Montana, herein
referred to as “Landlord”, and RightNow Technologies,
Inc., a Montana corporation, of Bozeman, Montana, hereinafter
referred to as “Tenant”.
WITNESSETH:
1. Leased Property. Landlord
hereby leases to Tenant the office building located on the real
property in Gallatin County, Montana whose address is 136
Enterprise Blvd, Bozeman, Montana, consisting of approximately
29,146 square feet as depicted on the attached Exhibit A,
together with (i) the non-exclusive right of ingress and egress for
Tenant and its employees, agents, invitees and contractors between
the building and the nearest public streets, and (ii) the exclusive
right to use the parking as depicted on attached Exhibit A for its
employees, agents, invitees and contractors in common with others
(the “premises”). Landlord represents and agrees
that the parking lot will provide, at all times during the term of
this Lease, a parking ratio of not less than four spaces per 1000
square feet of rentable square footage in buildings whose tenants
are or will be using the parking lot.
1A. Landlord to carry out
Works. Landlord shall construct a building and parking
area as depicted in Exhibit A, which shall be available for
occupancy on or about the 1 st day of November, 2006, and which shall
conform with Exhibit B.
2. Terms of Lease. The
primary term of this Lease shall be for one hundred twenty (120)
months commencing on the day the premises are available for
occupancy evidenced by a Certificate of Occupancy from Gallatin
County, and estimated to be on or about the 1 st day of November, 2006, unless sooner
terminated as herein provided. Notwithstanding the foregoing,
Tenant may terminate this Lease after eighty four (84) months by
providing Landlord with at least twenty four (24) months prior
written notice of termination.
3. Option to Extend. Upon
expiration of the primary term of this Lease, Tenant is granted two
options to extend the term of this Lease, each for an additional
sixty (60) months, upon the same terms and conditions as are
included in this Lease, subject, however, to renegotiation of the
rent provided in paragraph 4 of this Lease. The primary term
and the extension terms will be
collectively referred to in this
Lease as the “term”. Tenant shall notify Landlord
within not less than one hundred twenty (120) days prior to the
expiration of the primary term of this Lease or prior to the
expiration of each extension term of Tenant’s exercise of its
option to extend this Lease, provided that in the circumstances
described in paragraph 13, the options to extend the term may be
exercised earlier as provided in paragraph 13, and if the option to
extend is exercised earlier as provided in paragraph 13,
nevertheless, the rental payable as provided in paragraph 4 shall
be determined at the time and in the manner provided in paragraph 4
and this paragraph 3.
A. This paragraph shall apply in the
event that Tenant notifies Landlord during the primary term of the
Lease of Tenant’s intention to exercise an option to renew
for the initial extension term. During the following sixty (60) day
period, Tenant and Landlord shall negotiate and arrive at an
agreement or disagreement of the amount of rent to be paid during
the initial extension term. If Landlord and Tenant agree upon the
rent to be paid during the initial extension term, Landlord and
Tenant shall at the end of the sixty (60) day period enter into a
new written lease or an amendment agreement setting forth the
amount of rental Tenant shall be required to pay pursuant paragraph
4 for the initial extension term and any other additional terms to
which Landlord and Tenant have agreed. If Tenant and Landlord
fail to agree upon the rent to be paid during the initial extension
term during the sixty (60) day period of negotiations, a fair
market appraisal comparison of comparable properties will be
completed by an independent party upon which the Landlord and
Tenant may use to negotiate the amount of rent to be paid during
the applicable extension term. If Tenant and Landlord fail to agree
upon the rent to be paid during the initial extension term during
the sixty (60) day period of negotiations, either Landlord or
Tenant may, by written notice to the other party given within the
ensuing thirty (30) day period, elect to invoke the arbitration
provisions of this Lease to determine a fair market rental for the
applicable extension term. Within seven (7) days after receiving
notice of the fair market rental as determined by the arbitrator,
Tenant may notify Landlord of Tenant’s decision not to
exercise the option to renew for the initial extension term.
In the absence of such notice, Tenant shall be bound to pay the
rent determined by the arbitrator for the initial extension
term.
B. This paragraph shall apply in the
event that Tenant notifies Landlord during the initial extension
term of the Lease of Tenant’s intention to exercise an option
to renew for the second extension term. The rent payable during the
second extension term shall be the rent payable during
the last year of the initial
extension term as adjusted annually by CPI in accordance with
paragraph 4
4. Rent. Tenant shall pay as
rental for the premises for the first year of the primary term of
the Lease the sum of $422,617; computed at the rate
of $14.50 per square foot on 29,146 square feet of
office space, payable monthly, in advance on the first day of each
month, in installments of $35,218 per month. On each
anniversary date of this Lease, beginning on November 1
st , 2007, the annual rent shall be adjusted by the
percentage increase or decrease in the Base Consumer Price Index as
compared to the Comparison Index. The Base Index shall be the
Consumer Price Index (“CPI”) for November 2006 or if
the premises are not then available for occupancy such later month
when the premises first become available for occupancy, and the
Comparison Index shall be the CPI for the same month in each year
during the primary term of the Lease. For purposes of
paragraph four (4), “Consumer Price Index means United States
Dept. of Labor CPI, All Urban Consumers, All Items, 1982-1984=100,
or if discontinued, any successor index which in Landlord’s
reasonable opinion, is most nearly equivalent to the CPI. Rent
shall be paid without notice or demand by Landlord to Landlord at
895 Technology Blvd, Suite 101, Bozeman, Montana 59718 or at such
other place as Landlord may direct in writing.
5. Covenants. Tenant hereby
acknowledges and agrees:
A. Tenant’s taking of
possession of the premises shall be conclusive evidence that the
premises were in good, clean and sanitary condition, are in all
respects satisfactory and acceptable to Tenant, and are in the
condition in which Landlord represented the premises to
be.
B. Tenant will keep the premises in
a clean and sanitary condition during the term of this Lease.
Landlord shall have no obligation to make any alterations or
improvements of any kind in or about the premises other than as set
forth in this Lease. Tenant shall repair or replace promptly all
damages to the premises due to acts of Tenant, its agents,
employees, invitees, or subtenants, reasonable wear and tear
excepted. Tenant also shall not cause any waste to be committed in
or about the premises; Tenant will keep the premises free and clear
of any and all refuse and debris; and Tenant agrees to observe all
rules and regulations of the County of Gallatin and State of
Montana in any way relating to maintenance, use and occupancy of
the premises.
C. Tenant will not use or permit
anything to be used upon the premises which is likely to deface or
damage the premises, or do anything that will increase the rate of
insurance thereof
(unless Tenant first agrees to pay
any increased premiums), or permit anything to be done upon the
premises or in the areas, sidewalk or streets adjacent to the
premises, which will amount to or create a nuisance.
D. Tenant shall make no alterations
in or additions to the premises without first obtaining
Landlord’s written consent, which consent will not be
unreasonably withheld, delayed or conditioned. Tenant shall not
erect or permit to be erected upon the premises any signs without
written consent of Landlord, which consent will not be unreasonable
withheld, delayed or conditioned.
E. Tenant agrees, with respect to
all alterations or improvements to the premises or any part
thereof, which Tenant undertakes with written consent of Landlord,
that Tenant shall in all instances save Landlord and the premises
forever harmless and free from all damages, loss and liability of
every kind and character which may be claimed, asserted or charged,
including liability to adjacent owners or tenants, based upon the
acts or negligence of Tenant or its agents, contractors or
employees, for any negligence, or for the failure of any of them to
observe and comply with the requirements of the law, including the
regulations and the authorities in the City of Bozeman, and Tenant
will preserve and hold Landlord and the premises free and clear
from all liens or encumbrances for labor and materials furnished.
Any and all alterations, additions, and improvements made by Tenant
to or upon the premises (with the exception of furnishings,
equipment, and removable trade fixtures installed by Tenant) shall,
upon installation, be deemed attached and part of the premises,
provided however, that if prior to termination of this Lease, or
within fifteen (15) days thereafter, Landlord so directs by written
notice to Tenant, promptly following said termination of this
Lease, Tenant shall remove such of the said additions,
improvements, fixtures, and installations placed upon the demised
premises by Tenant as shall by designated in said notice from
Landlord, and Tenant shall repair any damages occasioned by such
removal. Further, in this regard, Tenant hereby agrees that
it will, during the continuance of this Lease, keep the premises
and interior of the premises in good condition and repair,
reasonable wear and tear excepted.
F. Tenant may use and occupy the
premises for the purpose of a business office and all activities
incidental thereto, including the manufacture of software, and not
otherwise. Tenant shall not use or knowingly permit any part of the
premises to by used for any unlawful purposes and shall
comply with all applicable laws and
regulations of the County of Gallatin, State of Montana, and the
United States of America.
G. Tenant agrees that Landlord shall
not be liable for any damage or injury to persons or property or
for the loss of property sustained by Tenant or by any other person
or persons on the premises due to any act of negligence of
Tenant.
H. Tenant agrees that it will not
assign this Lease or sublease any portion of the premises or permit
this Lease to transferred by operation of law or otherwise without
the written consent of Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned; provided, however,
that any merger and reorganization of Tenant for the purpose of
incorporating under another state law shall not be deemed to be an
assignment for purposes of this paragraph and shall not require
Landlord’s consent, or that any merger or change in control
of the Tenant shall not be deemed to be an assignment for the
purposes of this paragraph and shall not require Landlord’s
consent. Tenant shall remain responsible under this Lease for any
portion of the premises sublet by Tenant (even if Landlord approved
the subletting), unless Landlord shall agree otherwise. Any
subtenant to whom any portion of the property is sublet shall agree
to abide by the provisions of this Lease which are applicable to
the sublet portion of the premises, before La
