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SEVENTH MODIFICATION AND RATIFICATION OF LEASE

Lease Agreement

SEVENTH MODIFICATION AND RATIFICATION OF LEASE | Document Parties: ST PAUL PROPERTIES, INC | TRIZETTO GROUP, INC You are currently viewing:
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ST PAUL PROPERTIES, INC | TRIZETTO GROUP, INC

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Title: SEVENTH MODIFICATION AND RATIFICATION OF LEASE
Date: 3/16/2007
Industry: Computer Services     Sector: Technology

SEVENTH MODIFICATION AND RATIFICATION OF LEASE, Parties: st paul properties  inc , trizetto group  inc
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EXHIBIT 10.18

SEVENTH MODIFICATION AND RATIFICATION OF LEASE

THIS SEVENTH MODIFICATION AND RATIFICATION OF LEASE (this “Modification”) is made and entered into effective the 12 th day of April 2004, 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, by that certain Fourth Modification and Ratification of Lease entered into effective October 15, 2000, by that certain Fifth Modification and Ratification of Lease entered into effective October 31, 2002, and by that certain Sixth Modification and Ratification of Lease entered into effective May 19, 2003 (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 310 and 300, containing collectively approximately 47,385 rentable square feet (the “Premises” and “Expansion Premises” respectively, which may be collectively referred to herein as the “Premises”); Suite 233, containing approximately 4,805 rentable square feet (the “Second Expansion Premises”); Suites 217, 235 and 250 containing collectively 13,077 rentable square feet (the “Third Expansion Premises); and Suites 230 and 260 containing collectively 4,624 rentable square feet (the “Fourth Expansion Premises”); and

WHEREAS, Tenant desires to further expand the Premises beginning on or about July 1, 2004, through the addition of Suite 100 containing approximately 5,586 rentable square feet (here the “Fifth Expansion Premises”), as depicted in greater detail in Exhibit A-5 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 Fifth Expansion Premises, and the increase in Base Rent payable under the Lease.

NOW, THEREFORE, in consideration of the foregoing, the agreements and undertakings of the parties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as 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 entirety.

3. Additional Premises. Effective on July 1, 2004 (the “Fifth Expansion Premises Commencement Date”), Landlord shall lease to Tenant and Tenant shall lease from Landlord the Fifth Expansion Premises. Landlord and Tenant acknowledge that all or a portion of the Fifth Expansion Premises shall be used by Tenant as a data/computing center. In addition the identification of the Leased Premises in Section 1.03(B) of the Lease is hereby further amended by adding immediately after the description of the Fourth Expansion Premises the following:

FIFTH EXPANSION PREMISES:

The following portions of the first floor of the Building outlined on Exhibit A-5 : Suite 100 containing approximately 5,586 rentable square feet.

4. Fifth 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 Fifth Expansion Premises Commencement Date shall be July 1, 2004.

The foregoing notwithstanding, Landlord agrees to permit Tenant and its agents to enter the Fifth Expansion Premises prior to the commencement date to prepare the Fifth Expansion Premises for Tenant’s use and occupancy, which permission shall constitute a license only and shall be conditioned upon Tenant’s compliance with all other terms and conditions as set forth in this Lease, including but not limited to: (i) satisfaction with Tenant’s insurance requirements under this Lease; (ii) obtaining in advance Landlord’s approval of the contractors proposed to be used by Tenant for performing any work within the Fifth Expansion Premises and depositing with Landlord lien waivers from any such contractors and furnishing Landlord with evidence of insurance held by any such contractor in such amounts and for such coverages as Landlord may reasonably require against liabilities that may arise out of such entry. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any Tenant’s property or installations in the Fifth Expansion Premises prior to the Fifth Expansion Premises Commencement Date, except to the extent that any such claims are the result of Landlord’s willful misconduct or gross negligence. Tenant shall protect, defend, indemnify and save harmless Landlord from all liabilities, costs, damages, fees and expenses arising out of the activities of Tenant or its agents, contractors, suppliers or workmen in the Fifth Expansion Premises or the Building.

5. Tenant’s Proportionate Share. Section 1.03(J) of the Lease is amended effective on the Fifth 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 for the Fifth Expansion Premises shall be 4.18%.

 

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6. Security Deposit. Section 1.03(K) of the Lease is hereby amended by increasing the security deposit under the Lease in the additional amount of Seven Thousand Six Hundred Eighty and 75/100 US Dollars ($7,680.75), for a total security deposit of One Hundred Forty-Eight Thousand One Hundred Forty-Two and 77/100 US Dollars ($148,142.77), which additional amount shall be payable to Landlord upon execution of this Modification.

7. Parking Spaces. Effective on the Fifth Expansion Premises Commencement Date, Section 1.03(O) of the Lease is deleted in its entirety, as amended, and is replaced with the following:

Commencing on the Fifth Expansion Premises Commence Date, and in connection with its occupancy of the Premises, Expansion Premises, Second Expansion Premises, Third Expansion Premises, Fourth Expansion Premises, and Fifth Expansion Premises, Tenant shall be entitled to the non-exclusive use of a maximum of two hundred and forty-eight (248) parking spaces in the Building parking areas at no charge during the Term of the Lease expiring on July 31, 2009. Landlord, with reasonable advance notice, reserves the right to strictly enforce the number of parking spaces utilized by Tenant during the term of this Lease based upon a parking ration of 3.3 parking spaces per 1,000 rentable square feet Landlord further reserves the right to assign and reassign (with the exception of Tenant’s reserved parking spaces described below), from time to time and on a non-discriminatory basis, particular parking spaces for use by persons selected by Landlord, and to issue and implement non-discriminatory rules and regulations with respect to parking spaces for the Building, provided that Tenant’s rights to the number of parking spaces designated herein are preserved. Within the foregoing parking allowance, Tenant shall be entitled to the use of a total of ten (10) covered reserved parking spaces in those areas designated by Landlord for such spaces as of the date of this Modification, at no charge during the initial Term of the Lease.

8. Operating Expenses. Section 2.02 of the Lease, as previously amended, shall be further amended effective on the date of this Modification by adding to the first sentence thereof after the phrase “Fourth Expansion Premises” the phrse “and Fifth Expansion Premises”. In addition, the schedule of base years to be used to calculate excess expenses incorporated into the Sixth Modification and Ratification of Lease shall be amended by adding thereto the following:

Identification of Premises

  

Rentable Square Feet

  

Lease Period

  

Base Year

Fifth Expansion Premises

   5,586    7/1/04-7/31/09    2004

Landlord and Tenant acknowledge that all electricity service to the Fifth Expansion Premises shall be separately metered (with Tenant to install the meter as part of its tenant improvements), and Tenant shall pay Landlord separately for the cost of all electrical usage within the Fifth Expansion Premises. In addition, Tenant shall be solely responsible for any extraordinary costs incurred by Landlord for repair, maintenance or replacements in or around the Fifth Expansion Premises when such extraordinary costs are a result of Tenant’s specific use

 

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of the Fifth Expansion Premises as a data/computing center, provided that Landlord shall provide Tenant with notice of any such extraordinary costs promptly upon its identification of such costs in order to provide Tenant with the opportunity to mitigate or address such costs, except in the event of an emergency, when no such notice shall be required.

If during any calendar year of this Lease, the occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses that vary depending upon occupancy shall be computed as though the Building had been 95% occupied for such calendar year. If Landlord recovers in excess of 100% of its Operating Expenses that vary depending upon occupancy during any calendar year of this Lease, Landlord shall credit against Tenant’s next ensuing monthly installment or installments of the rent an amount equal to Tenant’s Proportionate Share of such excess until the credit is exhausted, or if the term of the Lease has expired refund to the Tenant the Tenant’s Proportionate Share of such excess.

9. Base Rent . Section 1.03(H) of the Lease entitled Base Rent, and Section 1.03(I) of the Lease entitled Monthly Installments of Base Rent, are hereby amended by adding the following:

Fifth Expansion Premises Base Rent . In addition to the Base Rent payable with respect to the Premises, the Expansion Premises, the Second Expansion Premises, the Third Expansion Premises, and the Fourth Expansion Premises, beginning on the Fifth Expansion Premises Commencement Date Tenant shall also pay Base Rent for the Fifth Expansion Premises, payable monthly in advance, without demand, deduction or set-off, in accordance with the following schedule:

 

Period

 

Rentable Square Feet

 

Lease Rate

 

Annual Payment

 

Monthly Payment

(7/1/04-6/30/05)   5,586   $14.50/rsf/year   $80,997.00   $6,749.75
(7/1/05-6/30/06)   5,586   $15.00/rsf/year   $83,790.00   $6,982.50
(7/1/06-6/30/07)   5,586   $15.50/rsf/year   $86,583.00   $7,215.25
(7/1/07-6/30/08)   5,586   $16.00/rsf/year   $89,376.00   $7,448.00
(7/1/08-7/31/09)   5,586   $16.00/rsf/year   $92,169.00   $7,680.75

10. Tenant Improvements. Landlord agrees to provide Tenant with an allowance for construction by Tenant of certain tenant improvements to be incorporated into the Fifth Expansion Premises, in the amount of Eighty-Three Thousand Seven Hundred Ninety and No/100 US Dollars ($83,790.00) (the “Construction Credit”) (which Construction Credit is calculated based upon $15.00 per rentable square foot of the Fifth Expansion Premises), which Construction Credit may be used by Tenant in the manner set forth in Exhibit B-4 , attached to this Modification and incorporated by reference. Landlord shall be paid a construction management supervisory fee out of the Construction Credit equal to one percent (1%) of the hard construction costs of the tenant improvements to be constructed by Tenant, specifically

 

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excluding architectural fees, project management fees, permitting, cabling, furniture, fixtures and equipment. Landlord’s construction management fee shall be invoiced by and paid to Landlord based upon the invoices submitted by Tenant for reimbursement from Landlord and shall be paid out of the Construction Credit. Any portion of the Constructio


 
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