Exhibit 21.02(b)
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("this First Amendment") dated as of
September __, 1995, by and between 000 XXXX XXXXX XXXXXX LIMITED PARTNERSHIP,
a Maryland limited partnership ("Landlord"), and THE HUNTER GROUP, INC., a
Maryland corporation ("Tenant").
EXPLANATORY STATEMENT
A. Landlord and Tenant entered into a Lease dated January 18, 1995 (the
"Lease").
B. Landlord and Tenant desire to amend the Lease pursuant to the terms of
this First Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Explanatory Statement: Defined Terms. The Explanatory Statement of this
First Amendment forms a part hereof. The use of initially capitalized terms
in this First Amendment shall have the meaning ascribed to them in the Lease
unless the context requires otherwise.
2. Lease of Additional Space. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, an agreed total rentable area of one thousand
two hundred twenty-nine (1,229) square feet on the sixteenth (16th) floor of
the building (the "Additional Space"), which Additional Space is shown on
Exhibit A attached hereto as a part hereof. Accordingly, effective as of the
Additional Space Commencement Date (as defined below), the first paragraph of
the Lease is amended by deleting the reference to "8,102 square feet" and
inserting in lieu thereof "9,331 square feet."
3. Terms of Additional Space. The term of the Additional Space shall
commence (the "Additional Space Commencement Date") on November 1, 1995.
Unless earlier terminated or extended as provided in this First Amendment,
the term of the Additional Space shall expire on the expiration date of the
Lease, it being the intent and purpose of the parties that the term of the
premises under the Lease and the term of the Additional Space under this
First Amendment be coterminous.
4. Rent. From and after the Additional Space Commencement Date, Tenant
shall pay to Landlord, in addition to the payment of annual and additional rent
contained in the Lease, annual rent for the Additional Space in an amount
equal to Thirty Thousand Seven Hundred Twenty-Five and 04/100 Dollars
($30,725.04) payable in monthly installments in advance of Two Thousand Five
Hundred Sixty and 42/100 Dollars ($2,560.42) each on the first day of every
calendar month during the term hereof; provided, however, that Tenant shall
not be obligated to pay the initial five (5) monthly installments of annual
rent for the Additional Space as long as Tenant performs and observes all of
its obligations under this First Amendment and the Lease. The rent specified
in this First Amendment shall otherwise be payable on the terms and conditions
contained in the Lease.
5. TENANT IMPROVEMENTS. Landlord shall cause its contractors to complete
the tenant improvements in the Additional Space in accordance with and
subject to EXHIBIT B attached hereto as a part hereof.
6. OPERATING EXPENSES. Section 20 of the Lease is hereby amended to
include the rentable square feet of the Additional Space in the calculation
of the Tenant's Pro Rata Share of Operating Expenses.
7. REAL ESTATE TAXES. Section 21 of the Lease is hereby amended to
include the rentable square feet of the Additional Space in the calculation
of the Tenant's Pro Rata Share of Real Estate Taxes.
8. CANCELLATION FEE. Provided Tenant is not in default under the Lease or
this First Amendment, Tenant shall have the right to cancel both (but not
either) the Lease and this First Amendment on the same terms and conditions
as set forth in Section 39 of the Lease, except that the Cancellation Fee
shall be increased by an amount equal to Twenty-Four Thousand Five Hundred
Eighty Dollars ($24,580)(i.e., the Cancellation Fee shall be increased from
$243,060 to $267,640) and shall be payable as follows:
8.1 Tenant shall pay to Landlord an amount equal to Twelve Thousand
Two Hundred Ninety Dollars ($12,290) simultaneously with tendering the
Cancellation Notice to Landlord (such amount shall be in addition to the
payment of One Hundred Twenty-One Thousand Five Hundred Thirty Dollars
($121,530) as specified in Section 39 of the Lease).
8.2 Tenant shall pay to Landlord an amount equal to Six Thousand One
Hundred Forty-Five Dollars ($6,145) one hundred eighty (180) days after the
date of the Cancellation Notice (such amount shall be in addition to the
payment of Sixty Thousand Seven Hundred Sixty-Five Dollars ($60,765) as
specified in Section 39 of the Lease).
8.3 Tenant shall pay to Landlord an amount equal to Six Thousand One
Hundred Forty-Five Dollars ($6,145) on the first anniversary of the
Cancellation Notice (such amount shall be in addition to the payment of Sixty
Thousand Seven Hundred Sixty-Five Dollars ($60,765) as specified in Section
39 of the Lease).
9. NO OTHER AMENDMENTS. Except as hereby amended, the Lease remains in
full force and effect.
10. BINDING EFFECT. This First Amendment shall be binding on the parties
hereto and their respective successors and assigns.
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11. GOVERNING LAW. This First Amendment shall be interpreted and construed
in accordance with Maryland law.
12. COUNTERPARTS. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, this First Amendment has been duly executed by the
parties hereto as of the day and year first above written with the specific
intention of creating a document under seal.
WITNESS: 000 XXXX XXXXX XXXXXX LIMITED
PARTNERSHIP
By: International Business Machines Corporation, its
managing general partner
/s/ J. R. Mayo By: /s/ J. R. Mayo (SEAL)
-------------------- ---------------------------
Name: J. R. Mayo
--------------------------------
Title: Director, Finance, Investments
& Asset Management IBM Real
Estate Services
--------------------------------
IBM Real Estate Services
WITNESS: THE HUNTER GROUP, INC.
/s/ A. Xxxxx Xxxxxxx By: /s/ E. Postal (SEAL)
-------------------- --------------------------
Xxxxxx X. Postal
Senior Vice President and Chief Financial Officer
STATE OF NEW YORK )
COUNTY OF )ss.:
On this ___ day of September, 1995, before me, ________________, a Notary
Public in and for the State of New York, duly commissioned and sworn,
personally appeared _____________________, known to me to be the
_________________ of Corporate Real Estate and Construction, International
Business Machines Corporation, the corporation described in and that executed
the foregoing instrument, and also known to me to be the person who executed
the foregoing instrument on behalf of the corporation therein named, and
acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal in the County and State aforesaid, the day and year in this certificate
first above written.
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STATE OF MARYLAND )
COUNTY OF BALTIMORE )ss.:###-##-####
On this 6th day of September, 1995, before me, Xxxx Xxxxx, a Notary Public
in and for the State of Maryland duly commissioned and sworn, personally
appeared Xxxxxx X. Postal, known to me to be the Senior Vice President and
Chief Financial Officer of THE HUNTER GROUP, INC., a Maryland corporation,
the corporation described in and that executed the foregoing instrument, and
also known to me to be the person who executed the foregoing instrument on
behalf of the corporation therein named, and acknowledged to me that such
corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year in this certificate
first above written.
Xxxx X. Xxxxx
----------------------
Notary Public
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EXHIBIT A
PLAT OF PREMISES
[diagram]
00xx XXXXX
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XXXXXXX X
TENANT IMPROVEMENTS WORK LETTER
Construction of the Additional Space shall be supervised by Landlord and
shall be in accordance with the Construction Documents (as defined below).
Such construction shall be referred to as "Landlord's Work." All of the
equipment, fixtures and improvements installed pursuant to Landlord's Work
shall be and remain the property of Landlord. Landlord shall not receive a
supervisory fee for supervising Landlord's Work.
1. Space and Design Plans.
The "Space and Design Plans" shall mean plans for the construction of
Landlord's Work, showing its partitions, doors and plans, and other
illustrations as required to enable the preparation of Construction Documents
and which shall set forth all necessary information regarding, electrical,
telephone and light switch locations, lighting and reflected ceiling plan,
equipment codes, wall finishes, floor finishes, signage location, millwork
built-ins, architectural treatments, window covering and treatments, cabinet
work, paneling, any custom features for the Additional Space, and the types,
color, size and finish of all such materials Tenant shall submit to Landlord
Space and Design Plans.
2. Construction Documents. By no later than September 30, 1995, Tenant
shall submit to Landlord the architectural, mechanical, electrical and
plumbing construction documents (such documents referred to as the
"Construction Documents") in appropriate biddable form to implement the Space
and Design Plans. If, at any time Landlord determines that the Construction
Documents are not in appropriate biddable form to obtain bids or in
appropriate form to obtain permits from any government authority (including
if such Construction Documents are rejected by any government authority),
Landlord may require that tenant revise and resubmit such Construction
Documents. Tenant shall revise and resubmit such Construction Documents
within five (5) days of Landlord's request. Approval by Landlord of the
Tenant's Working Drawings and Specification shall be non-technical approval
and shall not be deemed to mean approval of structure, size of ducts or
piping, adequacy of the electrical system, system/equipment capacities and
other technical matters. Tenant is responsible for coordinating the proper
and adequate design and construction of the Tenant's Improvements in
compliance with laws.
3. Contracts and Payment for Space and Design Plans and Construction
Documents.
Tenant shall contract directly with the design, engineering and
architectural firms to draw the Space and Design Plans and the Construction
Documents for Landlord's Work. All such firms shall be subject to Landlord's
prior written approval not to be unreasonably withheld or delayed.
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4. SELECTION OF CONTRACTOR
Based on the Construction Documents, Landlord shall prepare an
invitation to bid which includes a copy of the proposed form of construction
contract on the basis of a guaranteed maximum price contract on the basis of
a guaranteed maximum price contract. Landlord shall submit bids to the
contractors, in good faith, agreed upon by Landlord and Tenant (collectively,
the "Qualified Contractors"). Landlord and Tenant shall mutually select the
contractor to perform Landlord's Work from the bids received. If Tenant and
Landlord fail to agree on a contractor within four (4) days thereafter,
Landlord shall select the apparent low bidder (the contractor selected in
accordance with the foregoing procedure is herein called the "Contractor").
The Contyractor, with the approval of Landlord, shall select the
subcontractors. The Contractor and subcontractors must be willing to agree to
all requirements imposed by Landlord's construction and/or permanent lender
(including any reasonable requirements relating to retainages, advances,
insurance, bonding requirements, mechanics' lien waivers or otherwise) and
penalties for late delivery fo space. After selection of the Contractor,
Landlord shall negotiate and execute a construction contract with the
Contractor. Landlord may make changes to the form construction contract but
the contract guaranteed maximum price shall remain the same without cost
overruns except for Tenant change orders, Necessary Change Orders, and other
chaqnge orders approved by Tenant. After approval of the Construction
Documents, selection of the Contractor, and execution of the construction
contract, the Contractor shall proceed with construction of Landlord's Work
under the supervision of Landlord. Tenant shall evaluate and analyze all
construction pricing to ensure current market pricing and to maximize the use
of Landlord's Construction Contribution (as defined below). To that end,
Landlord shall provide Tenant with all scheduled construction pricing for
review and analysis.
5. CHANGE ORDERS
Landlord shall have the right to initiate any change order if such
change order (a "Necessary Change Order") is necessary: (a) for compliance
with any applicable laws; (b) in order to obtain necessary permits or
certificate of occupancy; or (c) for Landlord's Work to be compatible with or
coordinated with base building structure or systems. Landlord shall notify
Tenant of any Necessary Change Order. Other than Necessary Change Orders,
Landlord shall notify Tenant and obtain Tenant's consent prior to initiating
a material change. Tenant shall notify Landlord of its approval or denial
within two (2) business days of Landlord's request.
Tenant (acting through Tenant's Authorized Representative) shall have
the right to initiate change orders, subject to Landlord's reasonable
approval. Landlord shall not unreasonably withhold its approval to any such
Tenant-initiated change order proposal. Following receipt of a request for a
change order, Landlord shall promptly (i.e., within 2 days) notify Tenant
whether such request is approved, and if such request is approved Landlord
shall submit to Tenant a written change order which shall include an estimate
of the cost and any anticipated delays that will be incurred as a result of
the change. Upon Tenant's execution of the written change order prepared by
Landlord, the change shall be incorporated into Landlord's Work. Any delays
caused by Tenant's change orders or Necessary Change Orders shall be treated
as a Tenant Delay.
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6. Payment of Cost.
Landlord shall provide Tenant a total construction allowance of Thirty
Dollars ($30) per rentable square foot (the "Landlord's Construction
Contribution") for the construction of the Additional Space. Of Landlord's
Construction Contribution, Ten Dollars ($10) per rentable square foot
consists of building standard items that have already been purchased by
Landlord, including installation of basic HVAC duct runs and 20 VAV boxes,
ceiling grid, sprinklers systems, mini-blinds, as well as ceiling tile and
light fixtures stacked on the floor.
The balance of Landlord's Construction Contribution, Twenty Dollars
($20) per rentable square foot, shall be used by Landlord to complete
Tenant's work as per the Construction Documents. Tenant shall pay for any
overage of Landlord's construction within thirty (30) days of receipt of
written xxxx. Failure by Tenant to tender payment for such improvements shall
not delay the Additional Space Commencement Date and shall be deemed a
default of this Lease.
7. Performance Completion of Landlord's Work.
Tenant's Authorized Representative shall be given access to the
Additional Space during performance of the Landlord's Work, subject to such
person's compliance with all safety rules, and provided he/she does not
interfere with the Landlord's Work.
After the Additional Space is substantially completed, Landlord and
Tenant shall agree to a punchlist of items which Landlord shall complete as
promptly as reasonably possible, subject to Long-Lead Items. Said punchlist
or the failure of Long-Lead Items to be installed shall have no effect on
Tenant's obligation to pay rent or to accept possession of the Additional
Space and shall not result in an extension of the Additional Space
Commencement Date. Long-Lead Items will be completed and installed as soon as
commercially reasonable.
"Substantial completion" occurs on the date on which the Additional
Space is substantially complete and ready for occupancy in accordance with
the Construction Documents except for punch list items, the completion of
which will not materially adversely affect Tenant's ability to occupy the
Additional space, and Long-Lead Items, which date Landlord and Tenant shall
agree on in good faith. Landlord will exercise due diligence in completing
all punch list items and Long-Lead Items. Tenant shall be entitled to
withhold payment of sums for uncompleted items identified on the punchlist
pending satisfactory completion of such uncompleted items.
Tenant shall not be charged for use of elevators during the
construction of Landlord Work and during actual move in to the building or at
any time during the term, other than through its Pro Rata Share of Operating
Expenses and Real Estate Taxes.
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8. Uniformity of Building.
To ensure the quality, uniformity and continuity of the building,
Landlord and Tenant agree that:
a. Suite Entry Security Systems. The suite entry security system, if
any, shall conform to the suite security system specified by Landlord as
standard for the entire building.
b. Suite Entry Door. Landlord will prescribe a standard full height
suite entry door (and hardware) on multi-tenanted floors from which Tenant
shall not vary.
c. Exit Door. Landlord will prescribe a standard full height exit door
(and hardware) on multi-tenanted floors from which Tenant shall not vary.
d. Light Fixtures. All fixtures shall be of a recessed nature and
flush with the ceiling. All fixtures shall be subject to Landlord's
approval, not to be unreasonably withheld.
9. Installation of Items by Tenant.
As provided in the Lease, upon notice to Landlord, Tenant and its
agents and contractors shall have the right to enter the Additional Space to
install equipment and fixtures and other work above Landlord's Work to
prepare the Additional Space for Tenant's occupancy ("Tenant's Work") provided
they do not interfere with the Landlord's Work or violate any safety rules.
Such entry to and installation of work within the Additional Space shall not,
in and of itself constitute or be deemed to be Tenant's (or any person's
claiming by, through or under Tenant) occupation of the Additional Space for
the purpose of conducting Tenant's (or such other person's) business. Before
entering the Additional Space to perform or cause to be performed the
Tenant's Work, Tenant shall provide to Landlord evidence of the insurance
coverages that Tenant is required to obtain and maintain under the terms and
conditions of the Lease. Any delays caused by Tenant's interference shall be
treated as Tenant Delays.
Any contractor engaged by Tenant shall be solely responsible for the
transportation, safekeeping, and storage of materials and equipment used in
the performance of the Tenant's Work, for the removal of waste and debris
resulting therefrom, and for any damage caused by them to any installation or
work performed by any other party. The Tenant's Work shall comply with all
applicable insurance requirements and all applicable laws and requirements
and shall be performed in a good and workmanlike manner using only new, high
grade materials.
10. Tenant's Authorized Representative.
Tenant shall designate a representative ("Tenant's Authorized
Representative") as the person authorized to approve in writing all plans,
drawings, specifications, change orders, charges and approvals pursuant to
this Exhibit. No other party is authorized to act for or bind Tenant with
respect to any of the foregoing matters.
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11. Disputes.
Any dispute arising out of or in connection with this Work Letter shall
be determined by arbitration in accordance with the rules of the American
Arbitration Association, unless the parties hereto otherwise mutually agree.
The determination of the arbitration shall be conclusive upon the parties and
judgment upon the same may be entered in any court having jurisdiction over
the parties and the subject matter of the dispute.
12. Indemnification and Waiver of Claims.
Landlord and Tenant hereby acknowledge and agree that the terms and
provisions of Sections 2, 4, 5, 11, 13, 16, 19, 23, 28 and 29 of the Lease
shall apply during the period commencing with Landlord's Work, through and
including the Additional Space Commencement Date (including during the Term).
13. Substantial Completion.
Landlord shall use commercially reasonable efforts to deliver
possession of the Additional Space substantially complete by November 1,
1995, subject to extensions caused by force majeure, and Tenant Delays (as
defined below), extended for one (1) day for each day of delay caused by
force majeure or Tenant Delays. For purposes of this Work Letter, force
majeure shall include delays caused by war, insurrection, civil commotion,
riots, act of God, or the enemy or governmental action, strikes, lockouts,
picketing, accidents, failure of Landlord to obtain fuel or supplies, or any
other causes beyond the reasonable control of Landlord. The November 1, 1995
outside date for the substantial completion of the Additional Space shall be
extended one (1) day for each day of delay caused by Landlord, e.g.,
unavailability of elevators other than unavailability cause by Tenant having
to work together with other construction that is going on in the building,
delays in responding to Tenant requests beyond three (3) business days in
each instance, and delays caused solely by Landlord requiring Tenant to use
certain subcontractors. For purposes of the Lease, substantial completion
shall not include "Long-Lead Items", including but not limited to millwork,
any special order material, any special order items, and punchlist items.
14. Schedule.
As used herein the term "Tenant Delay" shall be the sum of (i) each day
beyond those dates specified herein for Tenant to respond to notice from
Landlord or beyond those dates specified herein for Tenant to deliver
documents until Tenant so responds or deliver such documents and (ii) each
day of delay caused by Tenant Change Orders and Necessary Change Orders.
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