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EXHIBIT
10.16
FIFTH MODIFICATION AND
RATIFICATION OF LEASE
THIS FIFTH MODIFICATION AND
RATIFICATION OF LEASE (this “Modification”) is made and
entered into effective the 31 st day of October 2002, by
and between ST. PAUL PROPERTIES, INC., a Delaware corporation
(“Landlord”), and THE TRIZETTO GROUP, INC., a Delaware
corporation (“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant
entered into that certain Office Lease dated as of April 26,
1999, as amended by that certain Lease commencement letter signed
by Landlord on September 9, 1999, and by Tenant on
September 7, 1999, by that certain First Modification and
Ratification of Lease entered into effective November 1, 1999,
by that certain Second Modification and Ratification of Lease
entered into effective December 27, 1999, by that certain
Third Modification and Ratification of Lease entered into effective
January 15, 2000, and by that certain Fourth Modification and
Ratification of Lease entered into effective October 15, 2000
(hereafter collectively the “Lease”), for the rental of
certain commercial real property located in the Building known as
Atrium I, 6061 S. Willow Drive , Englewood , Colorado, and more
particularly described in the Lease as Suites 300 and 310 (the
“Premises”); and
WHEREAS, Tenants desires to
further expand the Premises through the addition of Suite 233 in
the Building, containing approximately 4,805 rentable square feet
for the remaining Term of the Lease (for information purposes, the
current Termination Date of the Lease is April 30, 2006),
which suite id located on the second floor of the Building (the
“Second Expansion Premises”) as depicted in Exhibit
A-2 attached hereto and incorporated by reference;
and
WHEREAS, Landlord is willing
to modify the Lease to accommodate such desires subject to the
terms and conditions of this Modification and Landlord and Tenant
desire to amend the Lease to reflect the addition of the Second
Expansion Premises and the increase in Base Rent payable under the
Lease.
NOW, THEREFORE, in
consideration of the foregoing, the agreements of the parties and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree
follows:
1. Definitions . All
capitalized terms used herein not otherwise defined in this
Modification shall have the meanings given them in the
Lease.
2. Incorporation of
Recitals . The foregoing recitals are incorporated herein and
made a part hereof as if set forth in their entirely.
3. Additional Premises
. Effective November 1, 2002 (“Second Expansion Premises
Commencement Date”), Landlord shall lease to Tenant and
Tenant shall lease form the Landlord the Second Expansion Premises.
In addition the identification of the Leased Premises in Section
1.03 of the Lease is hereby further amended by adding immediately
after the description of the Leased Premises the
following:
SECOND EXPANSION
PREMISES:
That part of the second floor
of the building outlined on Exhibit A-2 , called Suite 233
containing approximately 4,805 rentable square feet.
4. Second Expansion
Premises Commencement Date. Section 1.03(D) of the Lease
is hereby amended by adding immediately after the description of
the commencement date of the Lease the following:
The Second Expansion Premises
Commencement Date shall be November 1, 2002.
5. Second Expansion
Premises Completion Date. Section 1.03(E) of the Lease is
hereby amended by adding immediately after the description of the
completion date under the Lease the following:
The Second Expansion Premises
Completion Date shall be November 1, 2002.
6. Tenant’s
Proportionate Share. Section 1.03(J) of the Lease is
amended effective on the Second Expansion Premises Commencement
Date by adding immediately after the description of the
Tenant’s Proportionate Share under the Lease for the Premises
the following:
Tenant’s Proportionate
Share of the Second Expansion Premises shall be 3.62%.
7. Parking Spaces.
Section 1.03(O) of the Lease is amended effective on the
Second Expansion Premises Commencement Date by the addition of the
following at the end of the section:
Commencing on the Second
Expansion Premises Commencement Date, in the connection with its
occupancy of the Second Expansion Premises, Tenant shall be
entitled to the additional non-exclusive use in the common with
Landlord and others of a maximum of fifteen (15) parking
spaces in the Buildi
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