EXHIBIT 10.3
SEVENTH AMENDMENT AND
MODIFICATION TO LEASE AGREEMENT
THIS SEVENTH AMENDMENT AND MODIFICATION TO LEASE AGREEMENT ("Seventh
Amendment") is executed as of this 7th day of November, 2003, between FIDDLER'S
GREEN CENTER, LLC, a Delaware limited liability company ("Landlord"), and
NAVIDEC, INC., a Colorado corporation ("Tenant").
WHEREAS, Landlord and Tenant did heretofore enter into that certain Lease
Agreement dated September 2, 1999 ("Original Lease"), as amended by that certain
First Amendment to Office lease dated December 15, 1999 ("First Amendment");
that certain Second Amendment to Lease dated March 15, 2000 ("Second
Amendment"); that certain Letter Agreement dated October 13, 2000 ("Third
Amendment"); that certain Fourth Amendment to Lease dated April 6, 2001 ("Fourth
Amendment"); that certain Fifth Amendment and Modification to Lease dated
November 2, 2001 ("Fifth Amendment"); and that certain Sixth Amendment and
Modification to Lease Agreement dated January 2, 2003 ("Sixth Amendment") (the
Original Lease, First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, Fifth Amendment and Sixth Amendment being hereinafter collectively
referred to as the "Existing Lease");
WHEREAS, Landlord and Tenant desire to modify certain terms and provisions
of the Existing Lease;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Landlord and Tenant agree as follows:
1. Recitals. The recitals set forth above in this Seventh Amendment are
incorporated herein by reference as if each recital were fully set forth herein,
and Landlord and Tenant acknowledge and agree that the factual statements
contained in the above-referenced recitals are true and correct.
2. Definitions. All capitalized terms used herein shall have the same
meaning set forth in the Existing Lease, unless otherwise defined herein.
3. Premises. Tenant hereby acknowledges that through June 30, 2003 Tenant
was leasing Suite 300 containing 8,828 rentable square feet of space in
Fiddler's Green Center, Building I, 6399 South Fiddler's Green Circle,
Englewood, Colorado ("Existing Premises"). Landlord and Tenant agree that
effective as of July 1, 2003 and continuing through December 31, 2003, the terms
"Leased Premises" or "Premises" means Suite 300 of Fiddler's Green Center,
Building 1, 6399 Sough Fiddler's Green Circle, Englewood, Colorado, as Suite 300
is depicted on Exhibit A attached hereto ("Interim New Premises"). Tenant
acknowledges that such New Premises contain approximately 7,137 rentable square
feet. Landlord and Tenant agree that effective as of January 1, 2004 the terms
"Leased Premises" or "Premises" means Suite 300 of Fiddler's Green Center,
Building I, 0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx as Suite 300
is depicted on Exhibit B attached hereto ("Permanent New Premises"). Tenant
acknowledges that such Permanent new Premises contain approximately 6,671
rentable square feet.
4. Release of Portion of Existing Premises. Effective June 30, 2003,
Landlord agrees to terminate and release all of Tenant's liability to Landlord
with respect to the 1,691 rentable square feet of space that is not included
within the Interim New Premises described in Exhibit A attached hereto. In
addition, effective December 30, 2003, Landlord agrees to terminate and release
all of Tenant's liability to Landlord with respect to the 466 rentable square
feet of space that is not included within the Permanent New Premises described
in Exhibit B attached hereto.
5. Lease Term. Landlord and Tenant agree that the Lease Expiration Date is
hereby extended through June 30, 2006.
6. Base Rent. Effective as of July 1, 2003, and through December 31, 2003,
Landlord and Tenant agree that Tenant's obligations with respect to the payment
of Base Rent for the Interim New Premises shall be Seventy-One Thousand Three
Hundred Seventy Dollars ($71,370.00) annually, which annual Base Rent shall be
payable in monthly installments in the amount of Five Thousand Nine Hundred
Forty-Seven and 50/100 Dollars ($5,947.50). Effective as of January 1, 2004 and
throughout the remainder of the Lease term, Landlord and Tenant agree that
Tenant's obligations with respect to the payment of base rent for the Permanent
New Premises shall be $66,710.00 annually, which annual base rent shall be
payable in monthly installments in the amount of $5,559.17.
7. Operating Expenses. Landlord and Tenant acknowledge that the Base Rent
for the New Premises for the remainder of the Lease Term is exclusive of any
Operating Expenses which Tenant is obligated to pay pursuant to Section 5 of the
Lease. Landlord and Tenant agree that Tenant shall remain obligated to pay such
Operating Expenses for the period commencing through and including June 30,
2006, which Operating Expenses are estimated for calendar year 2003 to be Nine
and 50/100 Dollars ($9.50) per rentable square foot, and accordingly commencing
July 1, 2003 through December 31, 2003 such estimated Operating Expenses shall
be payable in monthly installments of Five Thousand Six Hundred Fifty and 13/100
Dollars ($5,650.13).
8. Tenant's Prorata Share. Effective as of July 1, 2003 and through
December 21, 2003, Tenant's Prorata Share shall be equal to 3.4493%, and
effective as of January 1, 2004 Tenant's Prorata share shall be equal to
3.2240%.
9. Parking. Effective as of July 1, 2003, Tenant shall be entitled to use
fourteen (14) undesignated parking spaces in the surface parking area associated
with the Building ("Surface Parking Area") without charge, subject to such
terms, conditions and regulations as are from time to time applicable to the
uses of the Surface Parking Area and subject to normal parking circulation. In
addition to the foregoing, Tenant shall cause fourteen (14) of Tenant's
employees to contract directly with the Fiddler's Business Improvement District
("BID") to park in the parking garage located adjacent to the Building and owned
by the BID. Landlord shall act as liaison between the BID and Tenant's employees
in the execution of such parking agreements. The cost of said parking shall be
the then going rate as established by the BID from time to time and which is
currently Sixty-Seven Dollars ($67.00) per month. All vehicles parked in the
parking spaces, whether in the Surface Parking Area or spaces within the parking
garage owned by the BID, are at the sole risk of Tenant, Tenant's agents and
invitees, and neither Landlord nor the BID shall have any liability for loss or
damage. Landlord and Tenant agree that this Section 9 of this Seventh Amendment
amends in its entirety the provisions of Section 25 of the Lease.
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10. "AS IS". Tenant agrees and acknowledges that Tenant is leasing the New
Premises in its "AS IS" condition without representation or warranty of any
kind. Other than construction of the demising walls, and the adding of common
corridors as referenced in paragraph 11 hereof, Landlord shall not be
responsible for the construction of any tenant improvements in the Premises.
11. Demising Walls. Landlord shall construct demising walls and add common
area corridors in the locations depicted on Exhibit A attached hereto and
incorporated herein by this reference, in order to convert the third floor of
the Building from a single tenant floor to a muti-tenant floor. Tenant
acknowledges that the foregoing work may cause some disturbances and disruptions
for Tenant and that Tenant hereby waives any claims Tenant may have against
Landlord, including without limitation any claim for constructive eviction, as a
result of the disturbances and disruption which Tenant may experience due to the
construction of the demising walls and common area corridors.
12. Reimbursement. In the event Tenant remains current on its payments of
Base Rent and Operating Expenses to Landlord from July 1, 2003 through June 30,
2006 (without any payments being late), and is not in default of any material
term of this Lease, then upon the expiration of this Lease, Landlord shall
reimburse Thirty-Six Thousand Ninety and 00/100 Dollars $36,090.00) to Tenant.
13. Validity of the Lease. Landlord and Tenant acknowledge that the
Existing Lease, as amended hereby, is a valid and enforceable agreement and that
Tenant holds no claims against Landlord and its agents which might serve as a
basis of any setoff accruing against the rent or other charges or any remedy at
law or in equity.
14. Incorporation of Lease Terms. In the event of any express conflict or
inconsistency between the terms of the Existing Lease and the terms of this
Amendment, the terms of this Amendment shall control and govern. In all other
respects, the terms, covenants and conditions of the Existing Leas are hereby
ratified, confirmed and incorporated by reference.
15. Binding Effect. This Seventh Amendment shall be binding upon and inure
to the benefit of Landlord and Tenant, their successors and assigns.
16. Captions. The paragraph captions utilized herein are in no way intended
to interpret or limit the terms and conditions hereof, but rather, are intended
for the purpose of convenience only.
IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment
as of the day and year first above written.
LANDLORD:
FIDDLER'S GREEN CENTER, LLC, a Delaware
limited liability company
By:
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Its:
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TENANT:
NAVIDEC, INC., a Colorado corporation
By: /s/ Xxxx X. XxXxxxx
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Its: President
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EXHIBIT A
INTERIM NEW PREMISES
AND COMMON AREA CORRIDORS
AND DEMISING WALLS TO BE CONSTRUCTED
[Graphic of floor plan omitted]
EXHIBIT B
PERMANENT NEW PREMISES
[Graphic of floor plan omitted]
