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EXHIBIT 10.17
FOURTH MODIFICATION AND RATIFICATION OF LEASE
THIS FOURTH MODIFICATION AND RATIFICATION OF LEASE ("Modification")
is made and entered into effective this 15th day of October 2000, by and between
ST. PAUL PROPERTIES, INC., a Delaware corporation ("Landlord"), and THE TRIZETTO
GROUP, INC., a Delaware corporation ("Tenant").
W I T N E S S E T H:
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, and by that certain Third Modification
and Ratification of Lease entered into effective January 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, pursuant to Exhibit "B-2" to the Third Modification and
Ratification of Lease Landlord agreed to provide an Additional Construction
Credit to Tenant over and above the Construction Credit for the Expansion
Premises, if needed, and which amounts were to be amortized over the term of the
Lease and to be added to the Base Rent for the Premises and the Expansion
Premises in accordance with Exhibit "B-2"; and
WHEREAS, Landlord has provided an Additional Construction Credit of
Seventy-One Thousand Three Hundred Twenty-Five and No/100 Dollars ($71,325.00)
towards construction of Tenant improvements in the Expansion Premises; and
WHEREAS, Landlord and Tenant desire to amend the Lease memorializing
the amount of the Additional Construction Credit used, and the increase in Base
Rent for the Premises and the Expansion Premises;
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 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. Base Rent. Effective on November 1, 2000, Section 1.03(H) of the
Lease entitled Base Rent, and Section 1.03(I) of the Lease entitled Monthly
Installments of Base Rent, shall be amended as follows:
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(a) Premises Base Rent. Tenant shall pay Base Rent
for the Premises, payable monthly in advance,
without demand, deduction or set-off, in
accordance with the following schedule:
Rentable Lease Annual Monthly
Months Square Feet Rate Payment Payment
------ ----------- ---- ------- -------
13-61 23,610 $21.41/rsf/year $505,490.10 $42,124.18
(11/1/2000-11/30/2004)
62-73 23,610 $21.83/rsf/year $515,406.30 $42,950.53
(12/1/2004-11/30/2005)
74-78 23,610 $22.26/rsf/year $525,558.60 $43,796.55
(12/1/2005-4/30/2006)
(b) Expansion Premises Base Rent. In addition to
the Base Rent payable with respect to the
Premises, Tenant shall also pay Base Rent with
respect to the Expansion Premises, payable
monthly in advance, without demand, deduction
or set-off, in accordance with the following
schedule:
Rentable Lease Annual Monthly
Months Square Feet Rate Payment Payment
------ ----------- ---- ------- -------
7-60 23,775 $20.12/rsf $478,353.00 $39,862.75
(11/1/00-4/30/05)
61-72 23,775 $20.52/rsf $487,863.00 $40,655.25
(5/1/05-4/30/06)
3. Real Estate Brokers. Each of the parties hereto hereby warrants
and represents to the other party that it has not dealt with or been represented
by any broker in connection with its execution of this Modification other than
Landlord's listing agent, Venture Group Real Estate, LLC, acting as agent of
Landlord, and Julien J. Studley, Inc., acting as agent of Tenant. The parties
acknowledge that no payment of any compensation or commission to Venture Group
Real Estate, LLC, and Julien J. Studley, Inc., shall be due with respect to this
Modification. Tenant agrees to indemnify and hold Landlord harmless from and
against any other claims for commissions or similar compensation from any other
person claiming an entitlement to any such payment as a result of its
representation of Tenant. In addition, Landlord agrees to indemnify and hold
Tenant harmless from and against any claims for commissions or similar
compensation from any other broker or person claiming an entitlement to any such
payment as a result of its representation of Landlord.
4. Performance of Obligations. Tenant hereby acknowledges and
confirms that, as of the date hereof, Landlord has performed all obligations on
the part of the Landlord under
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the Lease and that Tenant has no claims against Landlord or claims of offset
against any rent or other sums payable by Tenant under the Lease.
5. Conflicts and Non-Amended Provisions. In the event of any express
conflict or inconsistency between the terms of the Lease and the terms of this
Modification, the terms of this Modification shall control and govern. In all
other respects, the terms, covenants and conditions of the Lease are hereby
ratified, reaffirmed and republished in their entirety.
6. No Offer. The submission of this Modification by Landlord to the
Tenant is not an offer to modify or amend the Lease and is not effective until
execution and delivery by both Landlord and Tenant.
7. Entire Agreement. This Modification contains the entire agreement
between the parties as to its subject matter and supersedes any and all prior
agreements, arrangements or understandings between the parties relating to the
subject matter hereof.
8. Counterparts. This Modification may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have entered into this Modification
effective as of the date first set forth hereinabove.
LANDLORD: TENANT:
ST. PAUL PROPERTIES, INC., THE TRIZETTO GROUP, INC.,
a Delaware corporation a Delaware corporation
By: /s/ William Inserra By: /s/ Michael J. Sunderland
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R. William Inserra Michael J. Sunderland
Vice President - Asset Management Senior VP, Chief Financial Officer
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