The Riverview Complex
Riverview I
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx
("the Building")
SECOND AMENDMENT
April 10, 1997
LANDLORD: Beacon Properties, L.P., successor-in-interest to Riverview Building
Combined Limited Partnership
TENANT: HPR Inc., formerly known as Health Payment Review, Inc.
EXISTING
PREMISES: Space on the fifth (5th) floor of the Building, agreed to contain
18,578 square feet of rentable area, and space on the sixth (6th) floor of
the Building, agreed to contain 9,422 square feet of rentable area (both as
shown in "Exhibit A" to the Lease), for a total of 28,000 square feet of
rentable area, plus the mezzanine storage level between the fifth (5th) and
sixth (6th) floors of the Building
LEASE
EXECUTION
DATE: June 2, 1995
TERMINATION DATE: August 31, 2003
PREVIOUS LEASE AMENDMENTS: Amendment #1 to Lease dated as of May 16, 1996
SECOND AMENDMENT ADDITIONAL PREMISES:
The entire third (3rd) floor of the Building, agreed to contain 20,069 square
feet of rentable area, substantially as shown on Exhibit A, Second Amendment, a
copy of which is attached hereto and incorporated by reference herein
WHEREAS, the Second Amendment Additional Premises, as well as other premises in
the Building, are presently leased by Open Market, Inc. ("Open Market") pursuant
to a lease dated March 9, 1995, as amended, with Landlord's predecessor in
interest;
WHEREAS, Tenant is presently negotiating with Open Market to sublease
the Second Amendment Additional Premises for a term expiring on January 31,
2001;
WHEREAS, Tenant desires to continue to occupy the Second Amendment
Additional Premises after the expiration of the term of its sublease with Open
Market; and
WHEREAS, Landlord is willing to lease the Second Amendment Additional
Premises to Tenant on the terms and conditions hereinafter set forth;
NOW THEREFORE, the above-described lease, as previously amended ("the
Lease"), is hereby further amended as follows:
I . DEMISE OF THE SECOND AMENDMENT ADDITIONAL PREMISES
Landlord hereby demises and leases to Tenant, and Tenant hereby hires
and takes from Landlord, the Second Amendment Additional Premises for a term
commencing as of the Rent Commencement Date in respect of the Second Amendment
Additional Premises, as hereinafter defined, and expiring as of August 31, 2003.
Said demise of the Second Amendment Additional Premises shall be upon all of the
same terms and conditions of the Lease applicable to the Existing Premises
(including, without limitation, Tenant's obligation to pay utilities pursuant to
Article 8 of the Lease and Tenant's extension options as set forth in Addendum
#2 of the Lease) except as follows:
A. Rent Commencement Date.
The Rent Commencement Date in respect of the Second Amendment Additional
Premises shall be February 1, 2001, provided however, that if, for any reason
the term of the Open Market Lease terminates prior to January 3 1, 2001, then
the Rent Commencement Date in respect of the Second Amendment Additional
Premises shall be the day immediately following the date as of which the Open
Market Lease terminates.
B. Annual Base Rent
The Annual Base Rent in respect of the Second Amendment Additional
Premises shall be as follows:
(1) With respect to the period of time (if any) between the
Rent Commencement Date in respect of the Second Amendment
Additional Premises and January 31, 2001 ("Early Term"), the
Annual Base Rent in respect of the Second Amendment Additional
Premises shall be Four Hundred Twenty-One Thousand Four
Hundred Forty-Nine and OO/100 ($421,449.00) Dollars (i.e.
monthly payments of $35,120.75).
(2) With respect to the period of time between February 1,
2001 and August 31, 2003, the Annual Base Rent in respect of
the Second Amendment Additional Premises shall be Five Hundred
Eighty-Seven Thousand Eighteen and 25/100 ($587,018.25)
Dollars (i.e. monthly payments of $48,918.19).
C. Tenant's Percentage
Tenant's Percentage in respect of the Second Amendment Additional
Premises shall be 7.63%. For the purposes of Section 6.2(b) of the Lease,
Tenant's Percentage in respect of the Second Amendment Additional Premises will
be deemed to be 18.41 %.
D. Annual Operating Cost Stop
With respect to the Early Term (if any), the Annual Operating Cost Stop
with respect to the Second Amendment Additional Premises shall be equal to
Tenant's share of Operating Costs for the 1996 calendar year. With respect to
the period of time between February 1, 2001 and August 31, 2003, the Annual
Operating Cost Stop in respect of the Second Amendment Additional Premises shall
be equal to Tenant's share of Operating Costs for the 1996 calendar year, as
reconciled in accordance with the provisions of the Lease.
E. Annual Tax Stop
With respect to the Early Term (if any), the Annual Tax Stop with
respect to the Second Amendment Additional Premises shall be equal to Tenant's
share of Taxes for the 1996 calendar year. With respect to the period of time
between February 1, 2001 and August 31, 2003, the Annual Tax Stop in respect of
the Second Amendment Additional Premises shall be equal to Tenant's share of
Taxes for the 1996 calendar year, as reconciled in accordance with the
provisions of the Lease.
F. Base Building BVA C Service in Raised Floor Computer Area
Landlord shall have no obligation to provide base building HVAC
services to the raised floor computer area in the Second Amendment Additional
Premises.
G. Parking
Commencing as of the Rent Commencement Date in respect of the Second
Amendment Additional Premises and ending on the Parking Termination Date, as
defined in Article 14.2 of the Lease, Landlord shall make available to Tenant,
and Tenant agrees to pay for twenty-right (28) additional Garage Parking
Permits. The monthly fee payable by Tenant with respect to each additional
Garage Parking Permits shall be the same as the monthly fee for the Garage
Parking Permits initially granted to Tenant. The provisions of Article 14.2 of
the Lease shall apply to Tenant's use of the Garage and said additional Garage
Parking Permits.
H. Extension Options
For the purposes of Paragraph 5(c) of Addendum #2 of the Lease, the
term "fair rental value" with respect to the Second Amendment Additional
Premises shall be computed as of the date in question at the then current annual
rental charge (i.e., the sum of Annual Base Rent plus escalation and other
charges), including provisions for subsequent increases and other adjustments
for leases or agreements to lease then currently being negotiated, as evidenced
by signed letters of intent, or executed in comparable space located in the
Building, or if no leases or agreements to lease are then currently being
negotiated, as evidenced by signed letters of intent, or executed in the
Building, the fair rental value shall be determined by reference to leases or
agreements to lease then currently being negotiated or executed for comparable
space located elsewhere in first:-class office buildings located in Cambridge.
In determining Fair Market Rental Value the following factors, among others,
shall be taken into account and given effect: size, location of premises, lease
term, condition of building, and services provided by the Landlord.
1. In the event that any of the provisions of the Lease are
inconsistent with this Amendment or the state of facts contemplated hereby, the
provisions of this Amendment shall control.
2. CONDITION OF SECOND AMENDMENT ADDITIONAL PREMISES
Notwithstanding anything to the contrary herein or in the
Lease contained, Tenant shall lease the Second Amendment Additional Premises
"as-is", in the condition in which the Second Amendment Additional Premises
are in as of February 1, 2001, without any obligation on the part of Landlord
to prepare or construct the Second Amendment Additional Premises for Tenant's
occupancy and without any warranty or representation on the part of Landlord
as to the condition of the Second Amendment Additional Premises. Without
limiting the foregoing, Paragraph 2 and Exhibit "B" of the Lease shall have no
applicability to the Second Amendment Additional Premises.
3. INAPPLICABLE LEASE PROVISIONS
Exhibit "C" of the Lease shall have no applicability to nor any force
or effect in respect of the Second Amendment Additional Premises.
4. BROKER
Tenant represents and warrants that it has no dealings with any agent,
broker, finder or other person who is or might be entitled to a
commission or other fee from Landlord in connection with this Second
Amendment, except for The Columbia Group, and will indemnify Landlord
and hold it harmless from any Liabilities for breach of this
representation or warranty. Tenant shall be solely responsible for any
commissions or other fees due to The Columbia Group.
5. NOTICES
For all purposes of the Lease, the notice address for Landlord is as
follows:
Beacon Properties, L.P.
c/o Beacon Properties Corporation 00 Xxxxx Xxxxx
Xxxxxx, XX 00000
Attn: General Partner
6. LANDLORD'S RIGHT TO RELOCATE SECOND AMENDMENT ADDITIONAL
PREMISES
During the term of the Lease in respect of the Second Amendment
Additional Premises, Landlord shall have the right, which right shall be
exercisable upon written notice to Tenant, to relocate the Second Amendment
Additional Premises to the entirety of the fourth (4th) floor of the Building
("Relocation Premises"). If Landlord exercises such relocation right, the
following provisions shall apply.
A. Landlord's Relocation Premises Work.
Landlord shall perform such work ("Landlord's Relocation Premises
Work") in the Relocation Premises as is necessary to make the Relocation
Premises substantially equivalent, in construction and finish, to the Second
Amendment Additional Premises. The date as of which Landlord's Relocation
Premises Work is substantially completed shall be defined as the Substantial
Completion Date. Landlord shall give Tenant written notice setting forth
Landlord's good faith estimate of when the Substantial Completion Date will
occur at least thirty (30) days prior to the Substantial Completion Date. Tenant
shall relocate on the date ("Relocation Date") as to which Landlord has given
Tenant thirty (30) days' advance notice, provided that the
Substantial Completion Date has occurred prior to the Relocation Date. On the
Relocation Date, Tenant shall vacate the Second Amendment Additional Premises
and deliver them to Landlord and Tenant shall demise the Relocation Premises in
lieu of the Second Amendment Additional Premises.
B. Landlord's Obligation to Reimburse Tenant for the Unamortized
Portion of Tenant's Construction Costs.
(1) Landlord shall reimburse Tenant for the Unamortized Portion, as
hereinafter defined, of Tenant's Construction Costs, as hereinafter
defined.- The Unamortized Portion of Tenant's Construction Costs shall
be applied to the cost of Landlord's Relocation Premises Work. Such
application shall be effected by check from Landlord made payable to
Tenant and to Landlord jointly. Tenant shall, within three (3) days of
presentation by Landlord endorse such check to Landlord. If Tenant
fails timely to endorse such check, Landlord shall have the right to
cancel the submitted check and apply the Unamortized Portion of
Tenant's Construction Costs without endorsing a joint check to Tenant
as aforesaid.
(2) If the Unamortized Portion of Tenant's Construction Costs exceeds the
cost of Landlord's Relocation Premises Work, then such excess may be
applied to the costs incurred by Tenant for Tenant's Moving Costs, as
hereinafter defined.
(3) If the Unamortized Portion of Tenant's Construction Costs exceeds the
sum of both the cost of Landlord's Relocation Premises Work and Tenant's
Moving Costs, then Landlord shall pay such excess to Tenant.
(4) Any payment to Tenant under clause (3) of this Subparagraph B shall
be made after Tenant has first taken occupancy of the Relocation Premises
and the cost of Landlord's Relocation Premises Work has been determined.
C. Landlord's Obligation to Pay for Landlord's Relocation
Premises Work and to Reimburse Tenant for Tenant's Moving Costs
To the extent that the Unamortized Portion of Tenant's Construction
Costs is insufficient to pay for the entire cost of Landlord's Relocation
Premises Work and/or Tenant's Moving Costs, Landlord shall pay such costs.
D. Definitions.
(1) "Tenant's Construction Costs" shall be equal to the lesser of. (x)
Five Hundred Fifty-One Thousand Eight Hundred Ninety-Seven and 50/100 Dollars
($551,897.50), or (y) the cost of the leasehold improvements installed by Tenant
in the Second Amendment Additional Premises. Tenant shall, on or before December
31, 1997, deliver to Landlord paid invoices reasonably satisfactory to Landlord
evidencing the amount of Tenant's Construction Costs. If Tenant fails timely to
submit evidence of any such cost to Landlord, such cost shall not be included as
a Tenant Construction Cost.
(2) "Unamortized Portion" shall be defined as the amount of
principal which would remain unpaid as of the Relocation Date with respect to a
loan with a ten-n running from July 1, 1997 through August 31, 2003 in an
original principal amount equal to Tenant's Construction Costs and which is
repaid in equal monthly payments of principal and interest at the rate of ten
(IO%) percent per annum.
(3) "Tenant's Moving Costs" shall be defined as the reasonable cost of
physically relocating Tenant's personal property and equipment from the Second
Amendment Additional Premises to the Relocation Premises. Landlord shall
reimburse Tenant for Tenant's Moving Costs within thirty (30) days after
Landlord receives paid invoices from Tenant reasonably satisfactory to Landlord
evidencing such costs.
7. CONDITION OF LANDLORDS EXECUTION
The parties acknowledge that Landlord and Tenant are only willing to
enter into this Second Amendment in the event that Tenant enters into the
Sublease with Open Market. Therefore, both parties shall have the right,
exercisable upon written notice to the other party, to render the foregoing
Second Amendment void and without force or effect, unless all of the following
events occur:
a. Tenant executes and delivers this Second Amendment to Landlord;
b. Open Market enters into the Sublease with Tenant; and
c. Landlord grants its written consent to the Sublease.
8. As herein amended, the Lease is ratified, confirmed and approved in
all respects.
WHEREFORE, the parties have hereunto set their hands and seals as of the date
first written above.
LANDLORD: TENANT:
BEACON PROPERTIES, L.P. HPR INC.
By: Beacon Properties Corporation,
General Partner
By: /s/ Xxxxxxx X Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxxxx X Xxxxxxxx Xxxxx X. Xxxxxx
Senior Vice President Chief Operating Officer
Date Signed: 4/11/97 Date Signed: 4/11/97
