THIRD AMENDMENT TO LEASE (GR ONE — HEALTH GRADES EXPANSION)
Exhibit 10.5.1
THIRD AMENDMENT TO LEASE
(GR ONE — HEALTH GRADES EXPANSION)
(GR ONE — HEALTH GRADES EXPANSION)
This Third Amendment to Lease (“Third Amendment”) is made as of this ______________day of November, 2006,
by and between GR DEVELOPMENT ONE LLC, a Colorado limited liability company (“Landlord”), and
HEALTH GRADES, Inc., a Delaware corporation (“Tenant”).
RECITALS
Landlord and Tenant are parties to that certain Building Lease, dated December 8, 2004, as
amended by First Amendment to Lease dated May 3, 2005, and Second Amendment dated November 30, 2005
(collectively, the “Lease”), for Premises in the Building known generally as Golden Ridge Building
I, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. All capitalized terms used but not defined
herein shall have the meanings given them in the Lease. Landlord and Tenant desire to amend the
Lease to provide for an increase in the size of the Premises and matters related thereto.
Accordingly, the Lease is modified as follows.
1. Beginning on January 1, 2007 (the “Expansion Space Commencement Date”), the expansion area
depicted on Replacement Exhibit B attached hereto and consisting of 7,228 rentable square feet (the
“Expansion Space”), shall be added to and deemed a part of the Premises. As of the Expansion Space
Commencement Date, the total Rentable Area of the Premises shall be 35,885 rentable square feet.
Tenant shall have Early Access to the Expansion Space from and after the date of this Third
Amendment until the Expansion Space Commencement Date on the terms and conditions set forth in
Section 1.3(a) of the Lease for purposes of designing and constructing the Expansion Space
Improvements (as defined below). Tenant’s Early Access to the Expansion Space shall be subject to
all applicable terms and conditions of the Lease except for the payment of Base Rent and Additional
Rent for the Expansion Space, which shall not commence until the Expansion Space Commencement Date.
Therefore, as of the Expansion Space Commencement Date, Section 1.1(r) shall be deemed amended to
thirty-five thousand, eight hundred eighty-five (35,885) rentable square feet.
2. Section 1.1(e) is hereby amended to provide that the Expiration Date shall be May 31, 2011.
3. Section 1.5, Exhibit A and all other applicable provisions of the Lease are hereby amended
to provide that as of January 1, 2007, Base Rent for the Expansion Space shall be $10.50 per square
foot of Rentable Area in the Expansion Space. Beginning on January 1, 2008, and on each January 1
thereafter during the Term, Base Rent for the Expansion Space shall escalate by three percent (3%)
over the Base Rent for the Expansion Space for the prior year. In addition, from June 1, 2010,
until the Expiration Date, Base Rent for the entire Premises, including the Expansion Space, shall
be calculated using the Base Rent rate per square foot of Rentable Area payable for the Expansion
Space. The Replacement Exhibit A attached hereto supersedes and replaces in its entirety Exhibit A
attached to the Lease.
4. Section 9.1 of the Lease (entitled “Extension Options”) is hereby amended to
provide that:
(a) the Option to Extend shall apply to the entire Premises, including the Expansion Space;
and
(b) the Option to Extend shall be for one (1) extension option of three (3) years. If Tenant
desires to exercise its Option to Extend, Tenant shall give notice to Landlord at least nine (9)
months prior to the end of the Term, as extended by this Third Amendment. If Tenant exercises its
Option to Extend, the Term shall be extended by an additional three (3) years.
5. The first full sentence of Section 9.2 of the Lease (entitled “Right of First
Refusal”) is hereby amended as follows, to include the one-year addition to the primary Term:
“At all times during the primary Term of this Lease (i.e., 02/15/05 — 05/31/11), but not during
any renewal or extension thereof, Landlord shall give Tenant the right, at Tenant’s option, to
lease any block of space in the Building which shall not exceed, in the aggregate, seven thousand
two hundred (7,200) rentable square feet (the “First Refusal Space”), upon the same terms and
conditions as contained in any bona fide offer to lease any First Refusal Space received by
Landlord and which Landlord desires to accept, except for any upward adjustment in Base Rent
necessary because of a material disparity in the credit worthiness of the third party offeror as
compared to Tenant and provided that Tenant’s then-current NIBEI shall be proportionately greater
than that set forth in Section 4.17, based upon the number of rentable square feet contained in the
First Refusal Space.”
6. The following Subsection 9.2(e) is hereby added:
(e) Notwithstanding anything to the contrary set forth in this Section 9.2, Tenant’s Right of
First Refusal shall not apply to, and Landlord shall have no obligation to offer to Tenant the
space described in, a bona fide offer from a third party to lease any block of space in the
Building containing more than 7,200 rentable square feet.
7. Tenant desires to construct additional improvements within the Expansion Space.
Accordingly, a new Section 2.3 is hereby added as follows:
2.3 Expansion Space Improvements.
a. In conjunction with the Third Amendment, Landlord agrees to provide Tenant an “Expansion
Space Improvement Allowance” of $5.00 per Rentable Square Foot contained in the Expansion Space.
The Expansion Space Improvement Allowance shall be applied to all hard construction costs and
architectural and engineering costs Tenant incurs in designing and constructing the Expansion Space
improvements (the “Expansion Space Improvements”) pursuant to Landlord approved plans and
specifications (the “Construction and Design Costs”). Prior to construction, Tenant shall have
obtained Landlord’s written approval of the Expansion Space Plans and Specifications. The
Expansion Space Improvement Allowance shall not be used for Tenant’s moving expenses, decorating,
furnishings, trade fixtures or office equipment. Landlord shall retain any portion of the
Expansion Space Improvement Allowance that has not been paid or is not otherwise committed pursuant
to the approved Expansion Space Improvement Plans and Specifications as of the date the Expansion
Space Improvements are completed. Landlord shall reimburse Tenant for its Construction and Design
Costs, up to the
maximum amount of the Expansion Space Improvement Allowance, within thirty (30) days after
receipt of an invoice therefor; provided, however, that Landlord’s reimbursement obligation is
contingent upon Tenant providing Landlord with copies of Tenant’s paid invoices and lien waivers
from all contractors, subcontractors and suppliers, and such additional supporting documents as
Landlord may reasonably request.
2
b. Tenant will be responsible for all Construction and Design Costs in excess of the Expansion
Space Improvement Allowance and Tenant shall pay, prior to delinquency, all such excess costs
directly to Tenant’s contractors.
8. Section 4.1(a) is hereby amended to provide that, as of the Expansion Space Commencement
Date, Tenant shall be entitled to the nonexclusive use of an additional four (4) unreserved and
non-exclusive Parking Spaces on the Property per 1,000 rentable square feet of the Expansion Space
(for a total of twenty-nine (29) additional Parking Spaces) during the Term, for a total of one
hundred forty four (144) Parking Spaces during the Term, which includes the five (5) reserved and
the additional Parking Spaces.
9. The Lease is hereby ratified and confirmed in all respects as being in full force and
effect, as modified by this Third Amendment.
10. This Third Amendment may be executed in two or more counterparts, all of which, taken
together, shall be deemed to be one complete agreement. Facsimile signatures shall be deemed to be
originals.
IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Third Amendment as of
the day and year first above written.
| TENANT: | LANDLORD: | |||||
| HEALTH GRADES, INC., a Delaware corporation | GR DEVELOPMENT ONE LLC, a Colorado limited liability company |
|||||
By:
|
By: | GR Construction LLLP, a Colorado limited liability limited partnership, Its Manager |
||||
Name:
|
By: | NDG I Management Inc., a Colorado corporation, Its General Partner |
||||
Title:
|
By: | |||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Its President | ||||||
3
STATE OF COLORADO
|
) | |||||
| ) | ss. | |||||
COUNTY OF ______________
|
) |
The foregoing instrument was acknowledged before me this ______________day of ______________, 2006, by
______________, as ______________of Health Grades, Inc., a Delaware corporation.
Witness my hand and official seal.
My commission expires: ___________________
STATE OF COLORADO
|
) | |||||
| ) | ss. | |||||
COUNTY OF ______________
|
) |
The foregoing instrument was acknowledged before me this ______________day of ______________, 2006, by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President of NDG I Management Inc., General Partner of GR Construction LLLP, as
Manager of GR DEVELOPMENT ONE LLC.
Witness my hand and official seal.
My commission expires: ___________________
4
REPLACEMENT EXHIBIT A
BASE RENT SCHEDULE
BASE RENT SCHEDULE
For Third Amendment to Lease Between
GR DEVELOPMENT ONE LLC, “Landlord"
and
HEALTH GRADES, INC., “Tenant"
GR DEVELOPMENT ONE LLC, “Landlord"
and
HEALTH GRADES, INC., “Tenant"
INITIAL SPACE
| Rentable | ||||||||||||||||
| Square | ||||||||||||||||
| Footage | Base Rent per | Annual Base | Monthly Base | |||||||||||||
| Months | (RSF) | RSF | Rent | Rent | ||||||||||||
1-3 |
25,657 | $ | 0.00 | $ | 243,741.50 | $ | 0.00 | |||||||||
4-12 |
25,657 | $ | 9.50 | $ | 243,741.50 | $ | 20,311.79 | |||||||||
3/1/06-12/31/06 |
28,657 | $ | 9.74 | $ | 279,119.18 | $ | 23,259.93 | |||||||||
1/1/07-2/28/07 |
28,657 | $ | 9.74 | $ | 279,119.18 | $ | 23,259.93 | |||||||||
3/1/07-2/28/08 |
28,657 | $ | 9.98 | $ | 285,996.86 | $ | 23,833.07 | |||||||||
3/1/08-2/28/09 |
28,657 | $ | 10.23 | $ | 293,161.11 | $ | 24,430.09 | |||||||||
3/1/09-2/28/10 |
28,657 | $ | 10.49 | $ | 300,611.93 | $ | 25,051.00 | |||||||||
3/1/10-5/31/10 |
28,657 | $ | 10.75 | $ | 308,062.75 | $ | 25,671.90 | |||||||||
6/1/10-12/31/10 |
28,657 | $ | 11.47 | $ | 328,695.79 | $ | 27.391.32 | |||||||||
1/1/11-5/31/11 |
28,657 | $ | 11.82 | $ | 338,725.74 | $ | 28,227.25 | |||||||||
EXPANSION SPACE
| Rentable | ||||||||||||||||
| Square | ||||||||||||||||
| Footage | Base rent per | Annual Base | Monthly Base | |||||||||||||
| Dates | (RSF) | RSF | Rent | Rent | ||||||||||||
1/1/07-12/31/07 |
7,228 | $ | 10.50 | $ | 75,894.00 | $ | 6,324.50 | |||||||||
1/1/08-12/31/08 |
7,228 | $ | 10.82 | $ | 78,206.96 | $ | 6,517.25 | |||||||||
1/1/09-12/31/09 |
7,228 | $ | 11.14 | $ | 80,519.91 | $ | 6,710.00 | |||||||||
1/1/10-12/31/10 |
7,228 | $ | 11.47 | $ | 82,905.16 | $ | 6,908.76 | |||||||||
1/1/11-5/31/11 |
7,288 | $ | 11.82 | $ | 85,434,96 | $ | 7,119.58 | |||||||||
REPLACEMENT EXHIBIT B
PREMISES DEPICTION
PREMISES DEPICTION
For Third Amendment to Lease Between
GR DEVELOPMENT ONE LLC, “Landlord"
and
HEALTH GRADES, INC., “Tenant"
GR DEVELOPMENT ONE LLC, “Landlord"
and
HEALTH GRADES, INC., “Tenant"
