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EXHIBIT 10.17
AMENDMENT NO. 1 TO AGREEMENT OF LEASE
THIS AMENDMENT TO AGREEMENT OF LEASE made as of the 25th day of September,
1996, by and between RIVERFRONT OFFICE PARK JOINT VENTURE, a Massachusetts joint
venture (hereinafter referred to as "Landlord") and INTERNATIONAL INTEGRATION
INCORPORATION (I-CUBE), a Massachusetts corporation (hereinafter referred to as
"Tenant").
WITNESSETH:
WHEREAS, the parties hereto are parties to a certain Agreement of Lease
dated as of July 14, 1995 (hereinafter referred to as the "Lease"); and
WHEREAS, the parties hereto desire to amend the Lease as hereinafter
provided;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
1. Effective on the Fourteenth Floor Term Commencement Date (said date
being defined as the later of: (i) December 1, 1996, or (ii) the date on which
the Fourteenth Floor Improvements are substantially completed in accordance with
Paragraph 2(c) hereinafter) there shall be added to the Demised Premises
approximately 23,350 rentable square feet of space located on the fourteenth
(14th) floor of the Building, as shown on the plan attached hereto as EXHIBIT A
and made a part hereof (hereinafter referred to as the "Fourteenth Floor
Expansion Space").
2. (a) The Fourteenth Floor Expansion Space is leased in its present "AS
IS" condition, normal wear and tear occurring between the date of execution of
this Amendment and the Fourteenth Floor Term Commencement Date (said date being
defined as the later of (i) December 1, 1996, or (ii) the date on which the
Fourteenth Floor Improvements are substantially completed in accordance with
Paragraph 2(c) hereinafter) excepted. Promptly following execution of this
Amendment, Landlord and Tenant shall conduct a walk-through the Fourteenth Floor
Expansion Space to ascertain its existing condition for the purposes of
establishing a mutually acceptable definition of the Fourteenth Floor Expansion
Space's present "AS IS" condition, as well as to agree upon what shall
constitute normal wear and tear between said inspection and the Fourteenth Floor
Term Commencement Date. The repair of any major damage or excessive wear beyond
the aforesaid mutually agreed normal wear and tear shall be the responsibility
of Landlord and shall constitute a part of the Fourteenth Floor Improvements (as
defined in Paragraph 2(c) below) to be undertaken by Landlord. In the event
Landlord and Tenant shall fail to reach a mutually acceptable definition of said
"AS IS" condition within ten (10) business days of the aforesaid walk-through,
Landlord, at its option, may either (i) accept Tenant's definition of "AS IS" or
(ii) terminate this Amendment upon written notice thereof to Tenant given within
fifteen (15) business days of the aforesaid walk-through.
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(b) Landlord shall provide to Tenant a cash allowance of $116,750
($5.00 per square foot for the 23,350 square feet constituting the Fourteenth
Floor Expansion Space) for tenant fit-up (including, but not limited to, costs
associated with cabling and wiring) of the Fourteenth Floor Expansion Space,
payable to Tenant by Landlord within ten (10) days of receipt by Landlord of
paid third party invoices evidencing the expenditure by Tenant of such sum for
tenant fit-up of the Fourteenth Floor Expansion Space. All such tenant fit-up
work shall be completed and invoiced to Landlord by April 15, 1997. All such
tenant fit-up work shall be subject to and accomplished in compliance with
Articles 10. and 11. of the Lease.
(c) Subject to delay by causes beyond the reasonable control of
Landlord, Landlord shall, on or before December 1, 1996, substantially complete
removal of the internal stairway presently located within the Fourteenth Floor
Expansion Space and refinishing of the fourteenth (14th) floor elevator lobby
area (collectively, the "Fourteenth Floor Improvements"). For purposes hereof,
the terms substantial completion or substantially complete shall mean (i) that
the Fourteenth Floor Improvements have been completed with the exception of
minor punch list items so that the Fourteenth Floor Expansion Space may be used
for their intended purpose, and (ii) that a certificate of occupancy or other
permission for Tenant to occupy the Fourteenth Floor Expansion Space for their
permitted use hereunder shall have been obtained.
(d) On or before October 15, 1996, Landlord shall notify Tenant that
Tenant and its contractor may have access to the Fourteenth Floor Expansion
Space as of such date for the purpose of initiating tenant fit-up work and
preparing the Fourteenth Floor Expansion Space for Tenant's occupancy. Such
access shall be deemed to be pursuant to a license pursuant to Paragraph 4 of
this Amendment and shall not be deemed to advance the Fourteenth Floor Term
Commencement Date. Notwithstanding the fact that the Fourteenth Floor Term
Commencement Date shall not have occurred, it is understood and agreed that the
provisions of Article 13 of the Lease shall become effective as to the
Fourteenth Floor Expansion Space immediately upon the commencement of such
access to Tenant, and, Tenant on or before the commencement date of such access
shall furnish to Landlord a certificate of insurance pursuant to Section 13.2 of
the Lease.
3. Tenant shall be conclusively deemed to have agreed that Landlord has
performed all of its obligations under Section 2 of this Amendment unless not
later than sixty (60) days after the Fourteenth Floor Term Commencement Date
Tenant shall give Landlord written notice specifying in reasonable detail the
respects in which Landlord has not performed such obligations.
4. To the extent that Tenant and its contractor shall enter the Fourteenth
Floor Expansion Space the prior to the Fourteenth Floor Term Commencement Date
to undertake such work as is to be performed by Tenant in order to prepare the
Fourteenth Floor Expansion Space for Tenant's occupancy, such entry shall be
deemed to be pursuant to a license from Landlord to Tenant and shall be at the
risk of Tenant. In no event shall Tenant or its contractor materially interfere
with any construction work being performed by or on behalf of Landlord in or
around the Fourteenth Floor Expansion Space; without limiting the generality of
the foregoing, Tenant
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shall comply with all reasonable instructions issued by Landlord's contractors
relative to the moving of Tenant's equipment and other property into the
Fourteenth Floor Expansion Space and shall pay any reasonable fees or costs
imposed in connection therewith.
5. Effective on the Fourteenth Floor Term Commencement Date, Article 1(10)
of the Lease is hereby amended to read in its entirety as follows:
"(10) Parking Spaces: Thirty-six (36) until October 15, 1999, and
thereafter fifty-three (53)."
6. Effective on the Fourteenth Floor Term Commencement Date, Article 1(13)
of the Lease is hereby amended to read in its entirety a follows:
"(13) Rentable Area of the
Demised Premises: 35,488 square feet."
7. Effective on October 15, 1999 (the "Mathsoft Expansion Space Term
Commencement Date") there shall be added to the Demised Premises the 11,212
rentable square feet of space located on the fifteenth (15th) floor of the
Building presently occupied by Tenant as a sublessee from Mathsoft, Inc. (the
"Mathsoft Expansion Space") under a sublease term terminating on October 14,
1999. The Mathsoft Expansion Space is leased in the "AS IS" condition then
existing on the Mathsoft Expansion Space Term Commencement Date.
8. Effective on the Mathsoft Expansion Space Term Commencement Date,
Article 1(13) of the Lease is hereby amended to read in its entirety as follows:
"(13) Rentable Area of the
Demised Premises: 46,700 square feet."
9. Effective on the Fourteenth Floor Term Commencement Date, Article 1(19)
of the Lease is hereby amended to read in its entirety as follows to reflect a
phased-in increase in the Yearly Fixed Rent payable under the Lease attributable
to the addition of the Fourteenth Floor Expansion Space and the Mathsoft
Expansion Space, respectively:
"(19) Yearly Fixed Rent: (a) DURING THE PERIOD COMMENCING THE
FOURTEENTH FLOOR TERM COMMENCEMENT
DATE THROUGH MARCH 31, 1997:
At the rate of $408,036 per annum.
($22.00 per rentable square foot on
12,138 square feet and $23.50 per
rentable square foot on 6,000 square
feet).
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(b) DURING THE PERIOD APRIL 1, 1997
THROUGH JULY 31, 1997:
At the rate of $549,036 per annum.
($22.00 per rentable square foot on
12,138 square feet and $23.50 per
rentable square foot on 12,000 square
feet).
(c) DURING THE PERIOD AUGUST 1, 1997
THROUGH NOVEMBER 30, 1997:
At the rate of $690,036 per annum.
($22.00 per rentable square foot on
12,138 square feet and $23.50 per
rentable square foot on 18,000 square
feet).
(d) DURING THE PERIOD DECEMBER 1, 1997
THROUGH OCTOBER 14, 1999:
At the rate of $815,761 per annum.
($22.00 per rentable square foot on
12,138 square feet and $23.50 per
rentable square foot on 23,350 square
feet).
(e) DURING THE PERIOD OCTOBER 15, 1999
THROUGH NOVEMBER 30, 2001:
At the rate of $1,097,450 per annum.
($23.50 per rentable square foot on
46,700 square feet)."
10. Effective on the Fourteenth Floor Term Commencement Date, the Term of
the Lease, as defined in Section 3.1 of the Lease, is extended from October 14,
1999 to November 30, 2001.
11. Effective on the Fourteenth Floor Term Commencement Date, Section 3.3
of the Lease is hereby amended to read in its entirety as follows:
"3.3 OPTION TO EXTEND. On the conditions that (i) Tenant is
not then in default beyond any applicable grace period(s) of its
covenants and obligations
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under this Lease and (ii) Tenant itself is then occupying the
entirety of the Demised Premises, Tenant may extend the Term of this
Lease for one (1) additional period of five (5) years by giving
notice to Landlord of its election to extend at least twelve (12)
months prior to the end of the original Term. The Yearly Fixed Rent
payable by Tenant with respect to such extension period shall be
equal an amount computed by multiplying (i) 46,700 (the Rentable
Area of the Demised Premises), by (ii) $23.50, by (iii) a fraction,
the denominator of which shall be the level of the Consumer Price
Index, Boston, Massachusetts (CPI-W index, Boston, Massachusetts -
base years 1982-84 = 100) for the month of November, 1996 and the
numerator of which shall be the level of said index for the month of
November, 2001."
12. Effective on the Fourteenth Floor Term Commencement Date, the
following new Section 3.4 is added to the Lease:
"3.4 RIGHT OF FIRST OFFER. In the event that at any time
during the Term of this Lease any office space in the Building
becomes or is to become available for rental and Landlord wishes to
lease such space to any person other than the then current occupant
thereof (if any), and in the further event that any existing
tenant(s) of the Building who have heretofore been granted any
right(s) of first offer by Landlord with respect to such space shall
fail to exercise such right(s), and in the further event Tenant is
not then in default beyond any applicable grace period(s) of its
covenants and obligations under this Lease and Tenant itself is then
occupying the entirety of the Demised Premises, Landlord shall make
a written offer to lease such space to Tenant, stating the Rent that
Landlord will accept and all other material terms and conditions of
the proposed lease, and Tenant shall have a right of first refusal
to lease such space by giving notice to Landlord to such effect
within fifteen (15) business days after notice of such offer. If
such notice of acceptance by Tenant is not so given, then Landlord
shall be free to lease such space to a third party on materially the
same economic terms and conditions. In any case in which Tenant
shall have waived said right of first offer, or Tenant shall have
failed to timely exercise such right, then Tenant shall, on request
of Landlord, execute and deliver in recordable form an instrument
indicating such waiver or expiration, which instrument shall be
conclusive in favor of all persons relying thereon in good faith."
13. Effective on the Fourteenth Floor Term Commencement Date, Section 6.4
of the Lease is hereby amended to read in its entirety as follows:
"6.4 TENANT'S PROPORTIONATE SHARE. (a) Tenant's proportionate
share of taxes pursuant to Section 6.2 and operating expenses
pursuant to Section 6.3, respectively, with respect to the original
12,138 square feet of Rentable Area of the Demised Premises shall be
3.57% (12,138 square feet/340,240 square feet) and 3.71% (12,138
square feet/326,900 square feet), respectively.
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(b) In addition, Tenant's proportionate share of taxes
pursuant to Section 6.2 with respect to the Fourteenth Floor
Expansion Space (as defined in Amendment No. 1 to Agreement of Lease
dated as July 25, 1996) shall be 6.86% (23,350 square feet/340,240
square feet) of the amount of said taxes imposed against the
Building and the Land in excess of those imposed for the fiscal tax
year ending June 30, 1997, prorated with respect to any portion of a
fiscal tax year, in which the term of this Lease with respect to the
Fourteenth Floor Expansion Space begins or ends.
(c) In addition, Tenant's proportionate share of
operating expenses pursuant to Section 6.3 with respect to the
Fourteenth Floor Expansion Space shall be 7.14% (23,350 square
feet/326,900 square feet) of the amount of said operating expenses
(determined in accordance with the provisions of Section 6.3)
incurred by Landlord in the operation and maintenance of the
Building and the Land in excess of those incurred by Landlord for
the calendar year 1996, prorated with respect to any portion of a
calendar year in which the term of this Lease with respect to the
Fourteenth Floor Expansion Space begins or ends."
14. Effective October 15, 1999, the date "June 30, 1995" appearing in the
first sentence of Section 6.2 of the Lease shall be deleted and the date "June
30, 1997" shall be inserted in substitution thereof.
15. Effective October 15, 1999, the date "December 31, 1995" appearing in
the first sentence of Section 6.3 of the Lease shall be deleted and the date
"December 31, 1996" shall be inserted in substitution thereof.
16. Effective October 15, 1999, Section 6.4 of the Lease is hereby amended
to read in its entirety as follows:
"6.4 TENANT'S PROPORTIONATE SHARE. Tenant's proportionate
share of taxes pursuant to Section 6.2 and operating expenses
pursuant to Section 6.3, respectively, shall be 13.73%
(46,700/340,240 square feet) and 14.29% (46,700/326,900 square
feet), respectively."
17. Landlord, at Landlord's expense, shall install building standard
signage for Tenant on (a) the lobby directory, (b) floor directory and (c) the
listing on the side of the Building adjacent to the front door.
18. Landlord shall be responsible for payment of leasing brokerage
commissions in connection with this Amendment to Lynch, Murphy, Xxxxx and
Partners, Inc..
19. Except as expressly provided herein, as used herein, all capitalized
terms shall have the same meaning as set forth in the Lease.
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20. Except as herein expressly modified, the provisions of the Lease are
hereby confirmed and ratified and shall continue in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed under seal, all as of the day and year first above written.
RIVERFRONT OFFICE PARK JOINT VENTURE
By: RIVERFRONT OFFICE PARK ASSOCIATES
By: DARVEL REALTY TRUST
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Vice President
INTERNATIONAL INTEGRATION
INCORPORATION (I-CUBE)
By: /s/ Xxxxxx Xxxxx
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Madhav Ahand, President
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