Exhibit 10.5
FIRST AMENDMENT
THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of
the __15th__ day of __June_________, 2001, by and between EOP - 150 CALIFORNIA
STREET, L.L.C., a Delaware limited liability company ("Landlord"), and TENFOLD
CORPORATION, a Delaware corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated March 3,
2000 ("Lease"). Pursuant to the Lease, Landlord has leased to Tenant
space currently containing 77,430 rentable square feet (the "Premises")
consisting of (i) 14,095 rentable square feet known as Suite No. 200,
(ii) 14,105 rentable square feet known as Suite No. 300, (iii) 14,154
rentable square feet known as Suite No. 400, (iv) 9,162 rentable square
feet known as Suite 500, (v) 6,266 rentable square feet known as Suite
No. 600, (vi) 9,819 rentable square feet known as Suite No. 700 and
(vii) 9,829 rentable square feet known as Suite No. 800 on the 2nd,
3rd, 4th, 5th, 6th, 7th, and 8th floors of the building commonly known
as 150 California Street located at 150 California Street, San
Francisco, California (the "Building").
B. Tenant and Landlord mutually desire that the Lease be amended on and
subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. Amendment. Effective as of the date hereof (unless different effective
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date(s) is/are specifically referenced in this Section), Landlord and
Tenant agree that the Lease shall be amended in accordance with the
following terms and conditions:
A. Deleted Provision. Notwithstanding anything to the contrary
contained in the Lease, Landlord and Tenant agree that (i)
Exhibit F (Parking Agreement) of the Lease shall be
automatically, irrevocably and without further action of any of
the parties thereto deleted in its entirety and of no further
force or effect, and (ii) Landlord releases and discharges Tenant
from any further obligations under Exhibit F (Parking Agreement)
of the Lease.
II. Miscellaneous.
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A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
Under no circumstances shall Tenant be entitled to any Rent
abatement, improvement allowance, leasehold improvements, or
other work to the Premises, or any similar economic incentives
that may have been provided Tenant in connection with entering
into the Lease, unless specifically set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to
enter into this Amendment but rather is a solicitation for such
an offer by Tenant. Neither party shall be bound by this
Amendment until both parties have executed and delivered the same
to the other party.
E. The capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease to the extent that
such capitalized terms are defined therein and not redefined in
this Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt with
no broker in connection with this Amendment. Tenant agrees to
indemnify and hold Landlord,
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its members, principals, beneficiaries, partners, officers,
directors, employees, mortgagee(s) and agents, and the
respective principals and members of any such agents
(collectively, the "Landlord Related Parties") harmless from
all claims of any brokers claiming to have represented
Tenant in connection with this Amendment. Landlord hereby
represents to Tenant that Landlord has dealt with no broker
in connection with this Amendment. Landlord agrees to
indemnify and hold Tenant, its members, principals,
beneficiaries, partners, officers, directors, employees, and
agents, and the respective principals and members of any
such agents (collectively, the "Tenant Related Parties")
harmless from all claims of any brokers claiming to have
represented Landlord in connection with this Amendment.
G. Each signatory of this Amendment represents hereby that he
or she has the authority to execute and deliver the same on
behalf of the party hereto for which such signatory is
acting.
[SIGNATURES ARE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.
LANDLORD:
EOP-150 CALIFORNIA STREET, L.L.C., a
Delaware limited liability company
By: EOP Operating Limited Partnership, a
Delaware limited partnership, its
sole member
By: EOP Office Properties Trust, a
Maryland Real Estate, investment
trust, its general partnership
By: ________________________
Name: ________________________
Title: ________________________
TENANT:
TENFOLD CORPORATION, a Delaware corporation
By: _________________________
Name: _________________________
Title: _________________________
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