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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:
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Identification of Premises
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Rentable Square
Feet
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Lease
Period
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Base Year
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Fifth Expansion
Premises
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5,586 |
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7/1/04-7/31/09 |
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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:
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Period
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Rentable Square
Feet
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Lease Rate
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Annual
Payment
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Monthly
Payment
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5,586 |
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$14.50/rsf/year |
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$80,997.00 |
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$6,749.75 |
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5,586 |
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$15.00/rsf/year |
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$83,790.00 |
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$6,982.50 |
| (7/1/06-6/30/07) |
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5,586 |
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$15.50/rsf/year |
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$86,583.00 |
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$7,215.25 |
| (7/1/07-6/30/08) |
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5,586 |
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$16.00/rsf/year |
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$89,376.00 |
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$7,448.00 |
| (7/1/08-7/31/09) |
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5,586 |
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$16.00/rsf/year |
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$92,169.00 |
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$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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