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EXHIBIT 10.3A
FIRST AMENDMENT TO OFFICE LEASE
THIS FIRST AMENDMENT TO OFFICE LEASE (the "First Amendment") is made as
of this 5th day of January, 1996, by and between NORTHPOINT INVESTORS, a
California limited partnership ("Landlord"), and WILLIAMS SONOMA, INC., a
California corporation ("Tenant").
RECITALS:
On January 13, 1986, Landlord and Tenant entered into that certain 100
North Point Office Lease (the "Lease"), under the terms of which Landlord
leased to Tenant, and Tenant leased from Landlord, certain premises comprising
approximately fifty-four thousand nine hundred eighty-nine (54,989) square feet
(the "Premises"), within the building located at 100 North Point Street, San
Francisco, California (the "Building"). The Building and the land contained
within the site commonly known as 100 North Point Street, San Francisco,
California, are hereinafter collectively referred to as the "Property." On
October 11, 1989, Tenant exercised its option to lease the Expansion Premises
in accordance with the provisions of Section 48 of the Lease, and Tenant now
occupies one hundred percent (100%) of the Building. Landlord and Tenant now
desire to amend the Lease to provide for an extension of the Term through May
31, 2001.
NOW, THEREFORE, Landlord and Tenant hereby agree as follows:
1. All defined terms as used in this First Amendment shall have
the same meanings as set forth in the Lease, unless otherwise expressly set
forth herein.
2. Section 1.2 of the Lease is hereby amended to provide that the
Premises comprise approximately fifty-eight thousand three hundred sixty-nine
(58,369) rentable square feet.
3. Section 1.3 of the Lease is hereby amended to provide that the
term shall expire on May 31, 2001. The period commencing June 1, 1996 and
expiring on May 31, 2001 is hereinafter referred to as the "Extended Term."
4. Section 1.4 of the Lease is hereby amended to provide that the
Minimum Monthly Rent payable for the Extended Term shall be in an amount equal
to Sixty-Five Thousand Six Hundred Sixty-Five and 13/100 Dollars ($65,665.13).
5. Section 1.6 of the Lease is hereby amended to provide that
Tenant shall reimburse Landlord for one hundred
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percent (100%) of Operating Expenses over the Base Year Operating Expenses.
6. Section 1.7 of the Lease is hereby amended to provide that
Tenant's Address for Notices shall be:
Williams Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA 94109
Telephone: 415-421-7900
Telecopy: 415-616-7915
7. Section 8.1 of the Lease is hereby amended to provide that the
Base Year applicable to the Extended Term shall be calendar year 1996 and
during the Extended Term, Tenant shall pay one hundred percent (100%) of the
estimated increase in Operating Expenses over the Extended Term's Base Year.
8. The First Paragraph of Section 8.2 of the Lease is deleted in
its entirety and the following is substituted in the place:
8.2 "Operating Expenses" as used herein shall include all costs of
administration, operation and maintenance of the Property as determined in
accordance with generally accepted accounting practices consistently applied
including but not limited to the following: Taxes and assessments (specified in
Section 9.2 hereof), property and public liability insurance premiums (specified
in Section 10.1 hereof) excluding premiums for earthquake insurance, the cost of
labor, materials and service for the operation and maintenance of the Building,
including license, permit and inspection fees (except for any new construction
or alterations), elevator maintenance and repair service, plumbing service,
costs of maintenance contracts, including maintenance services related to the
heating, ventilation, and air conditioning systems, watchmen, guards and
personnel engaged in administration, operation and maintenance of the Property,
together with payroll taxes, employee compensation insurance, and employee
benefits applicable thereto, supplies, materials, salaries of foremen and
supervisory employees whose duties directly concern the management and operation
of the Property, reasonable management fees calculated at a rate not in excess
of that charged by independent property managers for services not involving
leasing which are comparable to those provided in connection with the management
of the Building, the cost of maintaining and repairing the roadways, sidewalks,
curbs, gutters and parking surfaces located on the Property and in providing
gardening services or personnel to the Property, the cost of repairs and general
maintenance, cost of improvements required by governmental agencies, exclusive
of expenses such as the alteration of premises for the accommodation of a
specific tenant or tenants, and exclusive also for expenditures made for capital
investments or improvements, except that in the event Landlord eliminates or
reduces Operating Expenses
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as a result of a capital investment or labor-saving devices then the cost of
the capital investment or labor-saving devices will be amortized over the
useful life of the equipment or labor-saving devices but the amortization
charge in any year shall not exceed the annual amount of the Operating Expense
that has been eliminated or the annual reduction in the Operating Expense that
has been reduced.
9. Section 12.1 of the Lease is deleted in its entirety and the
following is substituted in its place:
12.1 Landlord shall furnish to the Premises, at the times and to the
extent required by Tenant in the conduct of its business, the following
services and utilities: (i) heat and air conditioning for the Premises; (ii)
electric current in amounts sufficient for lighting the Premises and powering
business machines and equipment used thereon; (iii) elevator service; (iv)
window cleaning on the exterior surface of the exterior windows; and (v)
replacement of light bulbs and fluorescent tubes in all light fixtures
installed in the Premises.
During the Extended Term, Tenant shall be responsible and pay for one
hundred percent (100%) of the costs of electricity, water, gas and sewer use
charges associated with the Property, and Tenant shall supply and pay for all
janitorial and custodial services to the Premises (including garbage and waste
disposal, and the provision of all necessary custodial and janitorial supplies
and interior window cleaning), all of which costs are specifically excluded
from the Extended Term's Base Year Operating Expenses. To the extent Tenant
requests that Landlord provides for any janitorial or custodial services,
Tenant shall pay Landlord its direct costs (including, without limitation,
wages and salary, employer taxes and costs, fringe benefits and supplies).
10. The first sentence of 12.2 is deleted in its entirety and the
following is substituted in its place:
12.2 Landlord shall also maintain the parking area adjacent to the
Building and the access ways thereto, and shall replace any broken plate glass
windows or doors in the Building unless such breakage is caused through the
fault of Tenant.
11. Section 22.2 of the Lease is hereby amended by the addition of
the following:
Landlord has the remedy described in California
Civil Code Section 1951.4. (Landlord may continue
the Lease in effect after Tenant's breach and
abandonment and recover rent as it becomes due,
if Tenant has the right to sublet or assign,
subject only to reasonable limitations).
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12. Section 45 of the Lease is hereby amended to provide that
Landlord and Tenant shall each bear their own costs incurred in connection with
this First Amendment, including, without limitation, attorneys' fees,
consultant fees, and brokerage fees and commissions. Landlord shall be fully
responsible for payment of any fees due Colliers Damner Pike in connection with
the execution of this First Amendment. Tenant shall be responsible for the
payment of any commission due to AMB Corporate Real Estate Advisors, Inc. in
connection with Tenant's execution of this First Amendment. Tenant and Landlord
shall indemnify, defend, protect and hold the other party harmless from any and
all claims for commissions for other brokerage services or fees for other
services by reason of any dealings or action of the indemnifying party in
connection with this First Amendment.
13. Section 47 of the Lease is hereby deleted in its entirety.
14. Before, or as soon as reasonably possible following the date of
this First Amendment, Landlord shall, at its sole cost and expense, (a)
retrofit all ceiling-mounted lamps and ballasts throughout the Premises as
specified in the Brayer Lighting, Inc. proposal, dated October 13, 1995
(Exhibit "A" attached hereto); (b) divide the HVAC system serving floors two
and three of the Premises into four (4) zones, comprising two (2) zones per
floor; and (c) cause its electrical contractors, Brayer Electric Company, to
install a motion-sensor lighting control system on floors one, two and three of
the Premises.
15. Before, or as soon as reasonably possible following the date of
this First Amendment (and weather permitting), Tenant, at its sole cost and
expense, shall commence installation of the necessary variable frequency drives
in accordance with the specifications described in the "Alternate Bid" outlined
in the Pacific Coast Trane Service Letter to Wilsey, Bennett Co., dated
October 6, 1995 (Exhibit "B" attached hereto) and installation of a closed-loop
cooling tower as specified in the Pacific Coast Trane Service Letter to Wilsey,
Bennett Co., dated November 6, 1995 (Exhibit "C" attached hereto).
16. On June 1, 1996, Landlord shall provide to Tenant a tenant
improvement allowance (the "Allowance") in an amount of Seven Hundred
Twenty-Nine Thousand Six Hundred Twelve and 50/100 Dollars ($729,612.50). To
the extent Tenant expends money between January 1, 1996 and June 1, 1996 in
connection with the performance by Tenant of the tenant improvements described
in paragraph 14 above or any other tenant improvements, which shall be
performed in accordance with Article 17 of the Lease, Landlord shall fund
against the Allowance the costs incurred by Tenant in connection with such
improvements upon receipt of request therefor from Tenant together with
reasonable supporting documentation evidencing the amounts so spent by Tenant.
Such request or requests for work performed in accordance with Article 17 of
the Lease and paragraph
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14 of this Amendment shall be cumulated by Tenant and may not be submitted more
often than once each calendar month and shall be payable ten (10) days after
submission to Landlord.
17. In all other respects, the Lease remains unchanged and in full
force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment as of the dates set forth below, and it shall be effective as of the
latter of such dates.
TENANT: LANDLORD:
WILLIAMS SONOMA, INC., NORTHPOINT INVESTORS, a
a California corporation California partnership
NP Associates, a California
By: /s/ Dennis A. Chantland By: limited partnership
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Its: Chief Administrative Officer Its: General Partner
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Date: 1/16/96 Date: January 5, 1996
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Wilsey Bennett, Inc., a
By: Delaware corporation
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Its: General Partner
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By: /s/ William R. Anderson
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William R. Anderson
Its: Vice President and Treasurer
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