1
Exhibit 10.16
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE is made and entered into this 23rd day of
June, 1988, by and between Linclay, a Missouri general partnership (herein
called "Landlord") and Covia Partnership, a Delaware general partnership
(herein called "Tenant"). This First Amendment To Lease amends that certain
Lease dated April 18, 1988, (hereinafter called the "Lease").
WHEREAS, both Landlord and Tenant reaffirm such Lease to be in
full force and effect; and
WHEREAS, both Landlord and Tenant now wish to modify and amend
the above referenced Lease.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, both
Landlord and Tenant, for themselves, their heirs,
successors and assigns, intending to be legally bound
thereby, hereby agree to this First Amendment To Lease.
If any provision of the Lease is inconsistent with any
provision herein, this First Amendment To Lease shall
govern and control. All other terms, conditions and
covenants of the Lease are hereby ratified and
confirmed.
AMENDMENTS TO LEASE
Landlord and tenant hereby mutually agree that the Lease
is amended by addition of or substitution of the
following terms, conditions and agreements for those
similarly numbered provisions of the lease.
ITEM NUMBER ONE; Section 1. Property, of the Lease is hereby deleted
and in its place the following is substituted:
1. PROPERTY. Landlord hereby leases to Tenant and Tenant hereby takes
and hires from Landlord the land consisting of
approximately 18.88 acres as legally described on
Exhibit "A" attached to the Lease and incorporated by
reference herein (the "Land"), together with the (a)
building (the "Building") containing approximately
137,900 gross square feet of building area (including
basement level, first floor, second floor and mechanical
penthouses) per BOMA standards for single tenant users
(the "Office Space"), and (b) not less than 700 paved
parking spaces on the Land (the "Parking Spaces"),
together with access aisles, driveways, sidewalks and
landscaping (collectively called the "Appurtenances"),
to be constructed by Landlord thereon pursuant to
Paragraph II.A. of Appendix A to the Lease as modified
by this First Amendment To Lease. Landlord shall
construct the Building and the Appurtenances in
accordance with the procedures set forth in Appendix "A"
to the Lease and in accordance with the Design Criteria
described in this First Amendment To Lease. The Land,
the Building and the Appurtenances are sometimes
hereinafter collectively called the "Property".
2
Page 2
ITEM NUMBER TWO: Section 3. RENTS, Paragraph (a) (ii) line six and line nine
shall have the value $18,297,380.00 hereby deleted and the
value $17,728,568.00 substituted in its place in both line
six and line nine. The balance of this Section 3 shall
remain unmodified and in full force and effect.
B. AMENDMENTS TO EXHIBIT B TO THE LEASE
Landlord and tenant hereby mutually agree that Exhibit B
to the Lease is hereby deleted and in its place the
following is substituted:
EXHIBIT B
(A) At the time of execution of this First Amendment To Lease, the Total
Assembly Costs have been estimated to be $17,728,568.00 (the "Estimated Total
Assembly Costs") based on the following list of component costs:
1. Land Purchase Price $ 2,455,100.00
2. Guaranteed Maximum Price
(subject to adjustment as
provided in the Lease and this
First Amendment to Lease) 11,450,000.00
3. Development Costs 390,000.00
4. Architectural and Engineering Costs 664,706.00
5. Development Overhead and Fees 800,000.00
6. Broker Commission 600,000.00
7. Legal, Points/Fees 275,000.00
8. Project Contingency 200,000.00
9. Construction Loan Interest 893,762.00
--------------
Estimated Total Assembly Costs $17,728,568.00
==============
(B) Landlord and Tenant acknowledge and mutually agree that the Estimated
Total Assembly Costs is subject to the following:
(a) The component costs described in Section 1 above (Land Purchase Price),
Section 5 above (Development Overhead and Fees), and Section 6 above (Broker
Commissions) are fixed component costs (which have been negotiated as such)
which shall not be subject to credit offset of one component cost against
another.
3
Page 3
(b) The component cost described in Section 2 above (Guaranteed Maximum
Service) is a fixed component cost which is subject to adjustment pursuant to
the provisions of Appendix A to the Lease, and subject to Tenant audit, but is
not subject to credit offset of one component cost against another, except for
Section 8 above (Project Contingency).
(c) The component costs described in Section 3 above (Development
Costs), Section 4 above (Architectural and Engineering Costs), Section 7 above
(Legal, Points and Fees), Section 8 above (Project Contingency) and Section 9
above (Construction Loan Interest) are variable component costs and subject to
Tenant audit. Any credits in any one of said component costs may be used to
offset any overages in the component cost categories described above in
Sections 3, 4, 7, 8 and 9.
C. AMENDMENTS TO APPENDIX A TO THAT CERTAIN LEASE AGREEMENT DATED
APRIL 18, 1988 BETWEEN LINCLAY AS LANDLORD AND COVIA PARTNERSHIP AS
TENANT
Landlord and Tenant hereby mutually agree that Appendix A to the
Lease is amended by addition of or substitution of the following
items, conditions and agreements for those similarly numbered
provisions of Appendix A to the Lease.
ITEM NUMBER ONE; Paragraph II.A. of the Appendix A to the Lease is
hereby deleted and in its place the following is substituted:
II. CONSTRUCTION
A. Landlord shall construct the Building and Appurtenances
upon the Land in accordance with:
(i) Design Criteria, dated as revised January 14,
1988, and with pages 15 and 24, revised January
19, 1988, and pages 16, 23 and 24, revised
January 27, 1988, prepared by Xxxxxxx Rink
Consulting Engineers.
(ii) Schematic Design, dated January 26, 1988, and
with page 24, revised May 12, 1988 (pages 34 and
35 deleted), prepared by Xxxxxxx Rink Consulting
Engineers.
(iii) Design Development Mechanical Narrative, dated
May 27, 1988, prepared by Xxxxxxx Rink
Consulting Engineers and DMJM. The following
revisions to the Table of Contents are hereby
incorporated: HVAC Equipment Schedule pages 34
and 35 have been deleted; HVAC Outline
Specification (pages 36-39) is the same as
included in the January 26, 1988 Schematic
Design referenced in Number (ii) above; Point
Schedule pages 10 and 11 from the January 26,
1988 Schematic Design referenced in Number (ii)
above have been deleted. In addition, add and
include the following changes to the Design
Development Mechanical Narrative:
4
Page 4
(a) Equipment Schedule:
Item M-1: AHU-8 - Maintenance and parts air
handling unit:
Single zone package air handling unit with
outside air economizer, horizontal draw-thru,
700 CFM; 1 hp. fan motor, cooling coil, chilled
water - 19 MBH heating coil - HTL water - 13
MBH
Filter Section: 2.2 SF x 2" thick
Air Blender: 700 CFM at .12" air pressure drop
Item M-2:
Air Blenders shall be provided with air
handling units AHU-5, AHY-6 and AHU-7.
Item M-3:
On page 22-I, cooling tower shall be two cell
not 3 cell.
Item M-4: Delete K. kitchen make-up air unit.
(b) Control Item:
The automation control contractor is to supply
provisions for transmission interface of all
system control and monitoring points to 0000 X.
Xxxxxxxx Xxx by Covia-furnished transmission
system.
(iv) Outline Specifications, dated May 27, 1988, prepared
by Linclay.
(v) Scheme A, West patio design, 1/16 inch scale, undated,
prepared by THK Associates, Inc.
(vi) Preliminary Landscape Plan, dated May 27, 1988,
prepared by THK Associates, Inc.
(vii) [The following Design Development Drawings, dated
May 27, 1988, prepared by Xxxxxxx Rink Consulting
Engineers and DVJM:]
----------------------------------------------------
Sheet No. Title
----------------------------------------------------
X-0 Xxxxxxx Xxxx
X-0 Xxxxx Xxxxx Xxxx
X-0 Second Floor Plan
X-0 Xxxxxxxxx Xxxxx Xxxx
X-0 Xxxxxxxx Sections
A-5 Building Elevations
A-6 Building Elevations
A-7 Wall Sections and Details
A-8 Typical Sections and Wall Elevations
A-9 First Floor, Reflected Ceiling Plan
5
Page 5
----------------------------------------------------
Sheet No. Title
----------------------------------------------------
A-10 Second Floor, Reflected Ceiling Plan
A-11 First Floor, Access Flooring
Location Plan
A-12 Second Floor, Access Flooring
Location Plan
X-0 Xxxxx Xxxxx Xxxx
X-0 Second Floor Framing Plan
S-3 Roof Framing Plan
S-4 Partial Roof Plans
FP-1 First Floor Sprinkler Plan
FP-2 Second Floor Sprinkler Plan
M-1 First Floor Plan - HVAC
M-2 Second Floor Plan - HVAC
M-3 Penthouse Plan and Section
M-4 HVAC Piping Flow Diagram
E-1 Fixture Schedule and Legend
E-2 Electrical Site Plan
E-3 Basement and First Floor Lighting
Plan
E-4 Second Floor Lighting Plan
E-5 First Floor Power Plan
E-6 Second Floor Power Plan
E-7 First Floor Special Systems Plan
E-8 Second Floor Special Systems Plan
E-9 Penthouse Level Power and Systems
Plan
E-10 Electrical One Line
(ix) The following clarifications are provided for the
Design Development Drawings specificed in Number
(viii) above:
Sheet No. C-1:
(a) Drive width from South Xxxxxx Street shall be
32 feet in lieu of 25 feet as shown. Taper 32
foot width to 25 foot at curb return to north
parking lot.
(b) North and south retaining walls at loading dock
shall have top of wall elevation = 5752. South
retaining wall shall have a length of 30 feet.
(c) Retaining wall at entry plaza shall have top of
wall elevations = 5750 and length of 90 feet.
(d) Retaining wall at northeast corner of building
shall have top of wall elevation = 5750 and
length of 30 feet. Retaining wall shall also
be extended in a northeasterly direction
(parallel to building) 40 feet with a top of
wall elevation = 5750.
6
Page 6 (e) Entrance from South Havana Street shall have
Arapahoe County standard right-in/right-out
island with minimum island width of 8 feet.
(f) Building foundation drain shall be discharged
through 4 inch drain to proposed 27 inch RCP at
north side of property.
(g) Basement F.F. Elevation is revised to 5740.5 and
5737.5.
(h) Provide painted metal handrail at all exterior
stairs as required, typical.
(i) Fire protection service main to building shall
connect to existing 16 inch ductile iron water
main located 40 feet south of north right-of-way
of East Easter Avenue. New water main installed
under existing pavement shall be bored and
pothole, open cutting is not permitted. For
basis of pricing assume 100 l.f. of 12 inch
ductile iron water main plus 400 l.f. of 8 inch
ductile iron water main for fire protection
service to building. Include one fire hydrant
assembly, complete, at entrance drive from
East Easter Avenue, fire hydrant connection
from new 12 inch.
(j) Building domestic water service shall be priced
as 4 inch with 600 l.f. of 4 inch service line.
Include meter pit and connection per Castlewood
Water District requirements. Do not include
service fees as required for service (by owner).
The building domestic service meter and service
tap shall be three (3) inch size.
(k) Lawn irrigation service shall be priced as 2
inch. Lawn irrigation service meter shall be
two (2) inch size.
(l) Building sanitary sewer service shall be priced
as 6 inch with 400 l.f. of service line. Service
shall tap into existing 10 inch sanitary sewer
service located along north property line.
(Existing M.H. 3D, rim elevation = 5741.5 +/-,
invert elevation = 5729.9 +/-).
7
Page 7
Sheet No. A-1: Business office provide one hour fire shutter,
Xxxxxxx or equal.
Sheet No. A-2: Building shall have glazed curtain wall at
exterior wall between column line 5 and 6 and
column line 10 and 11 as shown on building
elevations (Sheet Xx. X-0 xxx Xx. X-0).
Xxxxx Xx. X-0: Provide overflow roof drain at each roof drain
shown as required per code.
Sheet No. A-7: Section 2/7 Typical Wall Section, Revise three
foot compacted fill to four foot compacted fill.
Sheet No. A-8: Section 5/8 Section at Penthouse, 4 inch
concrete on metal deck at second floor revise to
5-1/4 inch lightweight concrete with 6x6 W 1.4 x
W 1.4 WWF on 2", 18-gauge metal deck.
Sheet No. A-9:
(a) Slot diffusers are required along south side of
building at column line F in the individual
offices. (Add 8 l.f. of slot diffusers for eight
separate offices total of additional 64 l.f.).
(b) Reception/Secretary Area Ceiling shall have
beams and structural elements wrapped with
drywall for one hour rating above suspended
ceiling.
Sheet No. A-10: Add 8 l.f. of slot diffusers for one office.
Sheet No. A-11:
(a) Raised concrete slab at kitchen shall have
appropriate bond break to allow removal from
concrete slab on grade in future.
(b) Notwithstanding the Design Criteria referenced
above as Number (i) as it relates to the Access
Flooring System (Section 3.02), the access floor
included in the scope of the work is 40% Concore
and 60% Woodcore, not 100% Concore.
Sheet No. A-12: Notwithstanding the Design Criteria referenced
above as Number (i) as it relates to the Access
Flooring System (Section 3.02), the access floor
included in the scope of the work is 40% Concore
and 60% Woodcore, not 100% Concore.
Sheet No. S-1: NOTE: An additional 12 inch caisson is required
at south end of loading dock.
8
Page 8
Sheet No. S-2: Cross bracing (x-Bracing) is required along Grid
A between Columns 4 and 5 and along Grid D
between Columns 3 and 4. (Both first and second
floors).
Sheets No. S-1:
S-2:
S-3:
S-4: All Steel is A 572-50 specification for all
beams and columns unless noted otherwise.
Sheet No. FP-1 and FP-2: New sprinkler heads for unfinished
ceiling areas are shown as open circles.
Sprinkler pendants shall be positioned as
required by code in the open ceiling areas.
Sheet No. E-1:
(a) Fixture type L to be an adjustable type low
voltage downlight as manufactured by Prescolite.
Catalog No. LVH4-LV2C-120-LV17.
(b) Fixture types AA and BB shall have lamp
specification changed from 400 W Metal Halide to
400 W High Pressure Sodium. Fixtures shall be
changed to Gardco
#EH19-2-Q-277-400HPS-BLA-TRS-28-PP and
#EH19-1-Q-277-400HPS-BLA-TRS-28-PP respectively.
(c) Electrical contractors pricing fixture schedule
shall price fixtures as they appear on the
fixture schedule. As this Design Development set
of documents is intended to establish quality
and price, no fixture "packaging" or
substitutions will be allowed.
Sheet No. E-2:
(a) Provide one, 20 AMP, 120 V sign circuit (wire
and conduit) to north side of entrance drive
from South Havana Street.
(b) Provide one, 20 AMP, 120 V sign circuit (wire
and conduit) to east side of entrance drive from
East Easter Avenue.
(c) Provide one, 20 AMP, 120 V sign circuit (wire
and conduit) to north side of entrance drive
from South Xxxxxx Street.
9
Page 9
Sheets No. E-3 and E-4:
(a) Alternates 1, 2, and 3 apply only to open
workstation areas, test rooms, and training
rooms. Light fixture spacing in open
workstation areas on these sheets pertains
to alternates 1, 2, and 3. For base package,
contractor shall adjust lighting layout to
8' x 10' spacing (one fixture every 80
square feet) in open workstation areas only.
(b) Under alternate 3, the standard lamps
referred to shall be G.D. F40SP35. Also,
under alternate 3, provide (2) additional
separately enclosed dimmers in each PDP-9
dimmer panel for emergency lighting.
Sheets No. E-5 and E-6:
Receptacles with a subscript "D" indicate
that receptacle is to be on a dedicated
circuit.
Sheet No. E-9: Exterior light fixtures shown on lighting
plans shall be Stonco #P63701 w/100 W A-19
incandescent lamp. (Total of 3)
Sheet No. E-10: The (3) 800 AMP circuit breakers in the
Emergency Distribution Switchboard that
serve the U.P.S. system shall be changed to
1000 A-3P circuit breakers.
The items referenced in Items (i), (ii), (iii), (iv), (v), (vi), (vii),
(viii), and (ix) of this Paragraph II.A. are made a part hereto by this
reference and are collectively defined as the Design Criteria (the "Design
Criteria").
The balance of this Paragraph II.A., commencing on Page 7 and beginning
with the paragraph, The Building and Appurtenances..., shall remain unmodified
and in full force and effect.
ITEM NUMBER TWO; Paragraph II.E. line four and five shall have the value
Twelve Million Forty-One Thousand Eight Hundred Dollars
($12,041,800.00) hereby deleted and the value Eleven Million
Four Hundred Fifty Thousand Dollars ($11,450,000.00) substituted
in both lines four and five. The balance of this Paragraph
II.E.1. shall remain unmodified and in full force and effect.
ITEM NUMBER THREE; Paragraph II.G. line five shall have the value
Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00)
deleted at both locations and the value Seventeen Million Nine
Hundred Fifty Thousand Dollars ($17,950,000.00) substituted in
its place at both locations in line five. The balance of this
Paragraph II.E.1 shall remain unmodified and in full force and
effect.
10
Page 10
IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment To Lease as of the day and year above first written.
COVIA PARTNERSHIP,
Witness: Tenant
/s/ [illegible] By: /s/ XXXXX XXXXX
---------------------------- -----------------------------
Xxxxx Xxxxx,
President
Witness:
LINCLAY,
Landlord
By: JDP INVESTMENT CORPORATION,
general partner
/s/ XXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXX
---------------------------- -----------------------------
Xxxxxx X. XxXxxxxx Xxxxxxx X. Xxxxxx,
Vice President
11
to that certain Lease dated as of the 18th day of April, 1988, by and between
Linclay, a Missouri general partnership (hereinafter called "Landlord") and
Covia Partnership, a Delaware general partnership (hereinafter called
"Tenant" or "Covia").
LEGAL DESCRIPTION
TRACT "A" OF RAMPART BUSINESS CENTER FILING NO. 1 CONTAINING 62,414 SQUARE
FEET OR 1.433 ACRES AND A PARCEL OF LAND BEING A PORTION OF TRACTS 17, 18, 31,
AND 32 AS PLATTED IN A SUBDIVISION OF SECTION 27, TP. 55.R.67W., AS RECORDED IN
BOOK 1 AT PAGE 1 ON APRIL 9, 1903, IN THE RECORDS OF ARAPAHOE COUNTY, STATE OF
COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF TRACT "A" AS PLATTED IN RAMPART BUSINESS
CENTER FILING NO. 1 AS RECORDED AT RECEPTION XX. 0000000 XX XXX XXXXXXX XX
XXXXXXXX XXXXXX; THENCE ALONG THE WEST RIGHT-OF-WAY LINE OF SOUTH HAVANA
STREET, THE NORTH RIGHT-OF-WAY LINE OF EAST EASTER AVENUE AND THE EAST
RIGHT-OF-WAY LINE OF SOUTH XXXXXX STREET, THE FOLLOWING 9 COURSES:
1. S 00 DEGREES 03'32"W A DISTANCE OF 334.57 FEET TO A POINT OF CURVE;
2. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 89 DEGREES 55'51",
A RADIUS OF 20.00 FEET, AND A LENGTH OF 31.42 FEET TO A POINT OF TANGENT;
3. N 89 DEGREES 52'17"W A DISTANCE OF 234.37 FEET TO A POINT OF CURVE;
4. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A DELTA OF 40 DEGREES, 55'
25", A RADIUS OF 545.00 FEET, AND A LENGTH OF 389.27 FEET TO A POINT OF
TANGENT;
5. S 49 DEGREES 12'18"W A DISTANCE OF 439.87 FEET TO A POINT OF CURVE;
6. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 40 DEGREES 55' 47",
A RADIUS OF 255.00 FEET, AND A LENGTH OF 253.60 FEET TO A POINT OF TANGENT;
7. N 89 DEGREES 51'55"W A DISTANCE OF 37.67 FEET TO A POINT OF CURVE;
8. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 90 DEGREES 15'57",
A RADIUS OF 20.01 FEET, AND A LENGTH OF 31.51 FEET TO A POINT OF TANGENT;
9. N 00 DEGREES 24'02"E A DISTANCE OF 638.96 FEET TO THE XXXXXXXXX XXXXXX XX X
XXXXX XXXX XXXXX.
THENCE ALONG THE SOUTH LINE OF A GREEN BELT TRACT THE FOLLOWING 16 COURSES:
1. N 72 DEGREES 11'46"E A DISTANCE OF 49.65 FEET TO A POINT OF CURVE;
2. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A DELTA OF 34 DEGREES 43'47",
A RADIUS OF 105.00 FEET, AND A LENGTH OF 63.65 FEET TO A POINT OF TANGENT;
3. N 37 DEGREES 27'59"E A DISTANCE OF 29.04 FEET TO A POINT OF CURVE;
4. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 45 DEGREES 23'
14", A RADIUS OF 65.0 FEET, AND A LENGTH OF 51.49 FEET TO A POINT OF
TANGENT;
5. N 82 DEGREES 51'13"E A DISTANCE OF 19.52 FEET TO A POINT OF CURVE;
6. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A DELTA OF 42 DEGREES 57'09",
A RADIUS OF 85.0 FEET, AND A LENGTH OF 63.72 FEET TO A POINT OF TANGENT;
7. W 39 DEGREES 54'04"E A DISTANCE OF 37.24 FEET TO A POINT OF CURVE;
8. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 60 DEGREES 58'
15", A RADIUS OF 65.00 FEET, AND A LENGTH OF 69.19 FEET TO A POINT OF
TANGENT;
9. S 79 DEGREES 07'41"E A DISTANCE OF 24.84 FEET TO A POINT OF CURVE;
10. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A DELTA OF 46 DEGREES 08'55",
A RADIUS OF 35.00 FEET, AND A LENGTH OF 68.46 FEET TO A POINT OF TANGENT;
11. N 4 DEGREES 43'20"E A DISTANCE OF 55.66 FEET TO A POINT OF CURVE;
12. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 18 DEGREES 29'
56", A RADIUS OF 190.00 FEET, AND A LENGTH OF 61.35 FEET TO A POINT OF
TANGENT;
13. W 73 DEGREES 13'18"E A DISTANCE OF 41.61 FEET TO A POINT OF CURVE;
14. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A DELTA OF 22 DEGREES 38'44",
A RADIUS OF 125.00 FEET, AND A LENGTH OF 49.40 FEET TO A POINT OF TANGENT;
15. S 84 DEGREES 07'50"E A DISTANCE OF 28.77 FEET TO A POINT OF CURVE;
16. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A DELTA OF 14 DEGREES 47'05",
A RADIUS OF 165.00 FEET, AND A LENGTH OF 42.58 FEET;
THENCE N 31 DEGREES 30'28"W A DISTANCE OF 36.43 FEET TO THE SOUTHEASTERLY
CORNER OF SAID TRACT "A"; THENCE EASTERLY ALONG THE GREENBELT LINE OF SAID
TRACT "A" THE FOLLOWING 2 COURSES:
1. N 76 DEGREES 00'00"E A DISTANCE OF 370.00 FEET;
2. S 89 DEGREES 52'08"E A DISTANCE OF 210.00 FEET TO THE POINT OF
BEGINNING, CONTAINING 760,160 SQUARE FEET ON 17.451 ACRES;
RESULTING IN A TOTAL ACREAGE OF 18.884 ACRES OR 822.574 SQUARE FEET.
