FIFTH AMENDMENT
This Fifth Amendment (the "Amendment") is made and entered into as of
the 7th day of January, 1997, by and between ZML-North Central Plaza Three
Limited Partnership ("Landlord") by its agent, Equity Office Holdings,
L.L.C., a Delaware limited liability company and Management Alliance
Corporation, a Texas corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord and Tenant are parties to that certain lease dated the
19th of December, 1994 currently containing approximately 47,669 rentable
square feet of space described as Suite No(s). 100, 220, 250, 260, 350, 400,
and 1170 on xxx 0xx, 0xx, 0xx, 0xx and 11th floor(s) of the building commonly
known as North Central Plaza Three the address of which is 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx (the "Building"), which lease has been previously
amended or assigned by instrument(s) dated February 20, 1995, February 22,
1995, November 3, 1995 and October 24, 1996 (collectively, the "Lease"); and
B. WHEREAS, Tenant has requested that additional space consisting of
approximately 287 rentable square feet on the 1st floor of the Building shown
on Exhibit A hereto (the "Fifth Expansion Space") be added to the Premises and
that the Lease be appropriately amended, and Landlord is willing to do the
same on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good.and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. EXPANSION AND EFFECTIVE DATE. Effective as of the Fifth Expansion
Effective Date (as hereinafter defined), the Premises is increased from 47,669
rentable square feet on the 1st, 2nd, 3rd, 4th, and 11th floor(s) to 47,956
rentable square feet on the 1st, 2nd, 3rd, 4th and 11th floor(s) by the
addition of the Fifth Expansion Space. The lease term for the Fifth Expansion
Space shall commence on the Fifth Expansion Effective Date and end on the
Extended Termination Date. The Fifth Expansion Space is subject to all the
terms and conditions of the Lease except as expressly modified herein and
except that Tenant shall not be entitled to receive any allowances, abatement
or other financial concession granted with respect to the Premises unless such
concessions are expressly provided for herein with respect to the Fifth
Expansion Space.
II. The Fifth Expansion Effective Date shall be the later to occur of (i)
February 1, 1997 and (ii) the date the initial improvements to the Fifth
Expansion Space are substantially completed, provided, however, the Fifth
Expansion Effective Date shall be no later than May 1, 1997.
III. MONTHLY BASE RENTAL. In addition to Tenant's obligation to pay Base
Rental for the Premises, Tenant shall pay Landlord the sum of Twenty-Five
Thousand Six Hundred Forty and 83/100 Dollars ($25,640.83) as Base Rental for
the Fifth Expansion Space in seventy-three (73) monthly installments as
follows:
A. Thirteen (13) equal installments of $324.55 each payable on or
before the first day of each month during the period beginning February
1, 1997 and ending February 28, 1998.
B. Twenty-four (24) equal installments of $340.81 each payable on or
before the first day of each month during the period beginning March
1, 1998 and ending February 29, 2000.
C. Thirty-six (36) equal installments of $367.84 each payable on or
before the first day of each month during the period beginning March 1,
2000 and ending February 28, 2003.
All such Base Rental shall be payable by Tenant in accordance with the
terms of Article V. of the Lease.
IV. TENANT'S PRO RATA SHARE. For the period commencing with the Fifth
Expansion Effective Date and ending on the Extended Termination Date, Tenant's
Pro Rata Share for the Fifth Expansion Space is one tenth percent (0.10%).
V. BASIC COSTS. For the period commencing with the Fifth Expansion
Effective Date and ending on the Extended Termination Date,
A. the Base Year for the computation of Tenant's Pro Rata Share of
Basic Costs applicable to the Fifth Expansion Space shall be in
accordance with Exhibit B-2 of the Lease.
VI. IMPROVEMENTS TO FIFTH EXPANSION SPACE.
A. Tenant has inspected the Fifth Expansion Space and agrees to
accept the same "as is" without any agreements, representations,
understandings or obligations on the part of Landlord to perform any
alterations, repairs or improvements, except as may be expressly
provided otherwise in this Amendment.
B. COST OF IMPROVEMENTS TO FIFTH EXPANSION SPACE. Provided Tenant
is not in default, Tenant shall be entitled to receive an
improvement allowance (the "Fifth Expansion Improvement Allowance")
in an amount not to exceed Thirty-Seven Hundred Thirty-One and
No/100 Dollars ($3,731.00) to be applied toward the cost of
performing initial construction, alteration or improvement of the
Fifth Expansion Space, including but not limited to the cost of
space planning, design and related architectural and engineering
services. In the event the total cost of the initial improvements
to the Fifth Expansion Space exceeds the Fifth Expansion Improvement
Allowance, Tenant shall pay for such excess upon demand. The entire
unused balance of the Fifth Expansion Improvement Allowance, if any,
shall accrue to the sole benefit of Landlord. Landlord shall pay
such Fifth Expansion Improvement Allowance directly to the
contractors retained to perform the construction, design or related
improvement work to the Fifth Expansion Space.
C. RESPONSIBILITY FOR IMPROVEMENTS TO FIFTH EXPANSION SPACE.
Landlord shall enter into a direct contract for the initial
improvements to the Fifth Expansion Space with a general contractor
selected by Tenant, subject to Landlord's reasonable approval.
Tenant shall devote such time in consultation with Landlord or
Landlord's architect as may be required to provide all information
Landlord deems necessary in order to enable Landlord to complete,
and obtain Tenant's written approval of, the plans for the initial
improvements to the Fifth Expansion Space in a timely manner. All
plans for the initial improvements to the Fifth Expansion Space
shall be subject to Landlord's consent, which consent shall not be
unreasonably withheld. If the cost of such improvements exceeds the
Fifth Expansion Improvement Allowance, then prior to commencing any
construction of improvements to the Fifth Expansion Space, Landlord
shall submit to Tenant a written estimate setting forth the
anticipated cost, including but not limited to the cost of space
planning, design and related architectural and engineering services,
labor and materials, contractor's fees, and permit fees. Within a
reasonable time thereafter, Tenant shall either notify Landlord in
writing of its approval of the cost estimate or specify its
objections thereto and any desired changes to the proposed
improvements. In the event Tenant notifies Landlord of such
objections and desired changes, Tenant shall work with Landlord to
reach a mutually acceptable alternative cost estimate.
VII. OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that the Lease
shall be amended in the following additional respects:
A. PARKING. Effective as of the Fifth Expansion Effective Date,
Landlord shall provide Tenant, with respect to the Fifth Expansion
Space, one (1) unreserved parking Permit.
B. SIGNAGE ACCELERATED EXPIRATION DATE. Effective as of the date
hereof, the Signage Accelerated Expiration Date is hereby revised
from December 31, 1999 pursuant to the Third Amendment to February
29, 2000
VIII. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
B. Except as herein modified or amended, the provisions,
conditions and terms of the Lease shall remain unchanged and in full
force and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to
enter into this Amendment but rather is a solicitation for such an
offer by Tenant. Landlord shall not be bound by this Amendment until
Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. This Amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below shall
agree that their guarantee shall apply to the Lease as amended
herein, unless such requirement is waived by Landlord in writing.
G. Tenant hereby represents to Landlord that Tenant has dealt with
no broker other than Xxxx X. Xxxxxx in connection with this
Amendment. Tenant agrees to indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any brokers
claiming to have represented Tenant in connection with this
Amendment.
H. TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE
OF THE PROPERTY OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE
NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015
OF THE TEXAS TAX CODE.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.
WITNESSES; ATTESTATION LANDLORD: ZML - North Central Plaza Three
Limited Partnership
BY: EQUITY OFFICE HOLDINGS, L.L.C., a
Delaware limited liability company,
as agent
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
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Title: SVP
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TENANT: Management Alliance Corporation,
a Texas corporation
By: /s/ ?????????
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Its: Secretary
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GUARANTOR: Diversified Corporate Resources,
Inc., a Texas corporation (as successor in
interest to Diversified Human Resources
Group, Inc., a Texas corporation)
By: /s/ ???????
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Its: President
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EXHIBIT A
Fifth Expansion Space
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