SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ______________
Commission file number 1-8529
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Light Street - Baltimore, MD 21202
(Address of principal executive offices) (Zip code)
(410) 539-0000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d)of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No _____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
27,709,316 shares of common stock as of the close of business
on July 31, 1998
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands of dollars)
June 30,1998 March 31,1998
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents.................. $ 283,375 $ 206,245
Cash and securities segregated for
regulatory purposes....................... 865,373 921,606
Resale agreements.......................... 97,844 175,623
Receivable from customers.................. 874,499 713,391
Securities borrowed........................ 399,770 448,453
Securities owned, at market value.......... 165,389 81,457
Investment securities, at market value..... 45,553 30,853
Equipment and leasehold improvements, net.. 52,130 51,991
Intangible assets, net..................... 60,265 61,304
Other...................................... 165,278 141,406
$3,009,476 $2,832,329
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to customers....................... $1,671,063 $1,562,997
Payable to brokers and dealers............. 10,767 5,284
Securities loaned.......................... 387,079 453,030
Short-term borrowings...................... 115,791 13,880
Securities sold, but not yet purchased,
at market value........................... 42,385 14,132
Accrued compensation....................... 70,071 97,912
Other...................................... 89,332 85,371
Senior notes............................... 99,640 99,628
$2,486,128 $2,332,234
Stockholders' Equity:
Common stock............................... 2,765 2,753
Additional paid-in capital................. 205,550 203,133
Retained earnings.......................... 314,589 293,263
Accumulated other comprehensive income,net. 444 946
523,348 500,095
$3,009,476 $2,832,329
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(Unaudited)
Three Months
Ended June 30,
1998 1997
<S> <C> <C>
Revenues:
Commissions............................. $ 64,961 $ 51,609
Principal transactions.................. 22,410 22,050
Investment advisory and related fees.... 90,403 62,717
Investment banking...................... 20,935 14,921
Interest................................ 40,185 26,831
Other................................... 9,849 8,452
248,743 186,580
Expenses:
Compensation and benefits............... 137,149 106,062
Occupancy and equipment rental.......... 15,836 12,077
Communications.......................... 12,004 9,483
Floor brokerage and clearing fees....... 1,504 1,185
Interest................................ 24,228 14,676
Other................................... 17,083 15,355
207,804 158,838
Earnings Before Income Taxes............ 40,939 27,742
Income taxes........................... 16,575 11,483
Net Earnings............................ $ 24,364 $ 16,259
Earnings per common share:
Basic................................... $ 0.88 $ 0.60
Diluted................................. $ 0.83 $ 0.57
Average number of common shares
outstanding:
Basic................................... 27,577 26,985
Diluted................................. 29,448 28,597
Dividends declared per common share..... $ 0.11 $ 0.098
Book value per common share............. $ 18.93 $ 16.29
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>4
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(Unaudited)
Three Months
Ended June 30,
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings..................................... $ 24,364 $ 16,259
Noncash items included in earnings:
Depreciation and amortization................. 5,058 4,200
Adjustment for pooled entity.................. - 355
Adjustment to conform fiscal year of pooled
entity........................................ - 920
(Increase) decrease in assets:
Cash and securities segregated for regulatory
purposes...................................... 56,233 (49,662)
Receivable from customers....................... (161,108) (49,851)
Securities borrowed............................. 48,683 (155,144)
Securities owned................................ (83,932) (40,993)
Other........................................... (23,946) (50,602)
Increase (decrease) in liabilities:
Payable to customers............................ 108,066 105,959
Payable to brokers and dealers.................. 5,483 (84)
Securities loaned............................... (65,951) 120,776
Securities sold, but not yet purchased.......... 28,253 13,328
Accrued compensation............................ (27,841) (10,425)
Other........................................... 4,260 7,494
CASH USED FOR OPERATING ACTIVITIES............... (82,378) (87,470)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for:
Office equipment and leaseholds................ (3,724) (9,107)
Intangible assets.............................. (404) (585)
Net decrease(increase) in resale agreements...... 77,779 55,005
Purchases of investment securities............... (20,059) (33,473)
Proceeds from maturities of investment securities 4,610 48,567
CASH PROVIDED BY INVESTING ACTIVITIES............ 58,202 60,407
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings............ 101,911 82,657
Issuance of common stock......................... 2,420 1,810
Dividends paid................................... (3,025) (2,375)
CASH PROVIDED BY FINANCING ACTIVITIES............ 101,306 82,092
NET INCREASE IN CASH AND CASH EQUIVALENTS........ 77,130 55,029
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. 206,245 151,188
CASH AND CASH EQUIVALENTS AT END OF PERIOD....... $ 283,375 $ 206,217
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 5
LEGG MASON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars)
June 30, 1998
(Unaudited)
1. Interim Basis of Reporting:
The accompanying unaudited condensed consolidated financial
statements of Legg Mason, Inc. and its wholly-owned subsidiaries
(the "Company") have been prepared in accordance with the
instructions for Form 10-Q and, therefore, do not include all
information and notes required by generally accepted accounting
principles for complete financial statements. The interim
financial statements have been prepared utilizing the interim
basis of reporting and, as such, reflect all adjustments
(consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of
the results for the periods presented. The nature of the
Company's business is such that the results of any interim period
are not necessarily indicative of results for a full year.
2. Comprehensive Income:
In April 1998, the Company adopted the provisions of
Financial Accounting Standards Board Statement No. 130,
"Reporting Comprehensive Income". Statement No. 130 requires
reporting of comprehensive income for all gains and losses that
result from transactions not included in net earnings. The components of
comprehensive income are as follows:
<TABLE>
<CAPTION>
Three Months
Ended June 30,
1998 1997
<S> <C> <C>
Net earnings.................................... $ 24,364 $ 16,259
Other comprehensive income:
Net unrealized holding gains (losses)
arising during the period................... (824) 139
Deferred income taxes........................... 322 (55)
Total other comprehensive income............ (502) 84
Comprehensive income............................ $ 23,862 $ 16,343
</TABLE>
<PAGE> 6
3. Net Capital Requirements:
The Company's broker-dealer subsidiaries are subject to the
Securities and Exchange Commission's Uniform Net Capital Rule.
The Rule provides that equity capital may not be withdrawn or
cash dividends paid if resulting net capital would fall below
specified levels. As of June 30, 1998, the broker-dealer
subsidiaries had aggregate net capital, as defined, of $193,479
which exceeded required net capital by $175,696.
4. Legal Proceedings:
The Company and its subsidiaries have been named as
defendants in various legal actions arising primarily from
securities and investment banking activities, including certain
class actions which primarily allege violations of securities
laws and seek unspecified damages which could be substantial.
While the ultimate resolution of these actions cannot be
currently determined, in the opinion of management, after
consultation with legal counsel, the actions will be resolved
with no material adverse effect on the consolidated financial
statements of the Company.
5. Supplemental Cash Flow Information:
Interest payments for the three months ended June 30, 1998
and 1997 were $22,528 and $12,865, respectively. Income tax
payments for the three months ended June 30, 1998 and 1997 were
$7,879 and $941, respectively.
6. Recent Accounting Developments:
In June, 1998, the Financial Accounting Standards Board
issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" effective for all fiscal periods
beginning after June 15, 1999. Statement No. 133 establishes
standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial condition and
measure those instruments at fair value. The impact of adoption
of Statement No. 133 will not have a material effect on the
Company's financial statements.
<PAGE> 7
7. Subsequent Event:
On July 23, 1998, the Company declared a two-for-one stock
split, payable September 25, 1998 to shareholders of record on
September 9, 1998. In accordance with generally accepted
accounting principles, the share and per share information have
not been restated for the split.
Pro forma earnings per share data assuming restatement based on
the two-for-one stock split is as follows:
<TABLE>
<CAPTION>
Three Months
Ended June 30,
1998 1997
<S> <C> <C>
Earnings per Share:
Basic
As Reported $ 0.88 $ 0.60
Restated $ 0.44 $ 0.30
Diluted
As Reported $ 0.83 $ 0.57
Restated $ 0.41 $ 0.28
Weighted Average Common and
Common Equivalent Shares Outstanding:
Basic
As Reported 27,577 26,985
Restated 55,155 53,970
Diluted
As Reported 29,448 28,597
Restated 58,896 57,193
</TABLE>
<PAGE> 8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
During its first fiscal quarter ended June 30, 1998, Legg Mason,
Inc. and its subsidiaries (the "Company") continued to benefit
from favorable conditions in the securities markets. Rising
equity markets and higher securities transaction volume
contributed to record revenues, net earnings and basic and
diluted earnings per share.
Quarter Ended June 30, 1998 Compared to Quarter Ended June 30,
1997
In the quarter, revenues were $248,743,000, a 33% increase from
revenues of $186,580,000, in the corresponding quarter of the
prior year. Net earnings were $24,364,000, up 50% from net
earnings of $16,259,000 in the prior year's quarter. Basic
earnings per share increased by 47% to $.88 from $.60. Diluted
earnings per share increased 46% to $.83 from $.57.
Commission revenues were $65.0 million, up 26% from $51.6 million
in the prior year's quarter due to higher sales of listed and
over-the-counter securities and non-affiliated mutual funds.
Revenues from principal transactions rose 2% to $22.4 million,
principally as a result of increased sales of fixed-income
securities, partially-offset by a decline in profits on firm-
proprietary positions.
Investment advisory and related fees increased for the 33rd
consecutive quarter to $90.4 million and were 44% higher than in
the corresponding quarter of the prior year as a result of growth
in assets under management in Company-sponsored mutual funds,
fixed-income investment advisory and fee-based brokerage
accounts. Company subsidiaries now serve as investment advisors
to individual and institutional accounts and mutual funds with
assets of $74.4 billion, up 54% from $48.2 billion at June 30,
1997.
Investment banking revenues were $20.9 million, 40% higher than
in the corresponding quarter of the prior year, primarily
attributable to increased corporate finance activities,
particularly public offerings of real estate investment trusts.
Revenues from municipal finance activities also rose, reflecting
higher levels of managed offerings.
Other revenues increased 17% to $9.8 million principally as a
result of an increased volume of loan originations at the
Company's mortgage banking subsidiaries.
Compensation and benefits increased 29% to $137.1 million,
reflecting higher sales and profitability-based compensation and
personnel additions in branch office locations and support areas.
<PAGE> 9
Occupancy and equipment rental increased 31% to $15.8 million as
a result of the relocation of the Company's corporate
headquarters to a larger facility, increased investments in
technology and higher rent at new and existing branch office
locations.
Communications expense rose 27% to $12.0 million as a result of
higher business volume which gave rise to increased costs for
postage, printed materials, quote services and telephone usage.
Floor brokerage and clearing fees increased 27% to $1.5 million
reflecting an increase in securities transaction volume.
Other expenses increased 11% to $17.1 million, primarily as a
result of higher promotional expenses.
Interest revenue increased 50% to $40.2 million because of larger
firm investment (predominantly funds segregated for regulatory
purposes), customer margin account and conduit stock loan
balances.
Interest expense increased 65% to $24.2 million as a result of
larger interest-bearing customer credit and conduit stock loan
balances.
Income taxes rose 44% to $16.6 million as a result of the
increase in pre-tax earnings. The effective tax rate decreased
to 40.5% from 41.4% as a result of a decline in the effective
state tax rate and non-deductible foreign operating losses.
Liquidity and Capital Resources
There has been no material change in the Company's financial
position since March 31, 1998. A substantial portion of the
Company's assets is liquid, consisting mainly of cash and assets
readily convertible into cash. These assets are financed
principally by free credit balances, equity capital, senior
notes, bank lines of credit and other payables.
During the three months ended June 30, 1998, cash and cash
equivalents increased $77.1 million. Cash flows from financing
activities increased $101.3 million as a result of increased
levels of short-term borrowings by the Company's mortgage banking
affiliates. Investing activities provided $58.2 million,
principally as a result of a decline in fundings of resale
agreements, offset in part by increased purchases of investment
securities. Cash flows from operating activities used $82.4
million, attributable to increased levels of securities inventory
and higher net customer receivables.
<PAGE> 10
Year 2000
The Year 2000 issue affects the ability of computer systems
to correctly process dates after December 31, 1999. The Company
has evaluated its internal and third party software, as well as
its service providers' computer systems, for their ability to
accurately process in the next millennium. The Company has
identified and assessed those computer systems and processes that
require modification and is utilizing both internal and external
resources to make the necessary modifications. In addition to
internal testing, the Company will actively participate in
systems testing among securities brokerage firms, securities
exchanges, clearing organizations, and other vendors.
In November 1997, the Company converted its securities
brokerage processing system to a vendor that is the principal
service provider of this type to the securities brokerage
industry. The vendor has substantially completed the necessary
coding modifications with user testing scheduled for the summer
and fall of 1998. Confirmation has been received from the vendor
that its modification and testing plan is on schedule for Year
2000 compliance. The Company is pursuing similar confirmation
from its other vendors and service providers.
The Company believes that the costs associated with
modifications for internal systems will not be material to the
Company's financial statements. However, the Company could be
adversely affected if other organizations, including those
mentioned above, are unsuccessful in completing the required Year
2000 systems modifications.
<PAGE>11
PART II. OTHER INFORMATION
Item 5. Other Information
Pursuant to Rule 14a-4(c)(1) under the Securities
Exchange Act of 1934, stockholder proposals submitted
outside the processes of Securities and Exchange Commission
Proxy Role 14a-8 intended to be presented at the 1999 Annual
Meeting of Stockholders of Legg Mason, Inc. shall be
considered timely if they are delivered to the Secretary of
Legg Mason, Inc., 100 Light Street, Baltimore, Maryland
21202 on or before April 28, 1999.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Articles of Incorporation of
the Company, as amended
(incorporated by reference to
Form 10-Q for the quarter ended
September 30, 1996)
3.2 By-laws of the Company as
amended and restated April 25, 1988
(incorporated by reference to the
Company's Annual Report on Form 10-
K for the year ended March 31,
1988)
10.1 Form of Option Agreement under Legg
Mason, Inc. Stock Option Plan For Non-
Employee Directors, filed herewith*
<PAGE> 12
10.2 Agreement between RTKL Associates, Inc.
and a subsidiary of the Company relating
to architectural and engineering services
provided to the subsidiary by RTKL, of which
Harold Adams, a director of the Company, is
the President and Chairman, filed herewith
11. Statement re: computation of
per share earnings
27. Statement re: financial data
schedule
- ------------------
*These exhibits are management contracts or compensatory
plans or arrangements.
(b) A Form 8-K Report was filed on
June 22, 1998 reporting under Items
5 and 7.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
LEGG MASON, INC.
(Registrant)
DATE: 8/13/98 /s/Timothy C. Scheve
Timothy C. Scheve
Executive Vice President
DATE: 8/13/98 /s/F. Barry Bilson
F. Barry Bilson
Vice President-Finance
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
For the Three Months Ended June 30,
1998 1997
Basic Diluted Basic Diluted
Weighted average shares
outstanding:
Common stock 27,577 27,577 26,985 26,985
Shares available under
options - 1,847 - 1,588
Issuable upon conversion
of debentures - 24 - 24
Weighted average common
and common equivalent
shares outstanding 27,577 29,448 26,985 28,597
Net earnings $24,364 $24,364 $16,259 $16,259
Interest expense, net,
on debentures - 4 - 4
Net earnings applicable
to common stock $24,364 $24,368 $16,259 $16,263
Per share $ 0.88 $ 0.83 $ 0.60 $ 0.57
LEGG MASON, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
STOCK OPTION AGREEMENT
FOR
"Name"
(______ Shares)
THIS STOCK OPTION AGREEMENT is made as of _____ __, 199_, between LEGG
MASON, INC., (a corporation organized under the laws of the State of Maryland
(the "Corporation"), and "Name", a member of the Board of Directors of the
Corporation (the "Director"). The option represented hereby is granted
pursuant to the Legg Mason, Inc. Stock Option Plan For Non-Employee Directors
(the "Plan"). The date of grant of the option shall for all purposes be
_____ __, 199_.
This option is subject in all respects to the applicable provisions
of the Plan, a complete copy of which has been furnished to the Director and
receipt of which is acknowledged by acceptance of this option. Such
provisions are incorporated herein by reference and made a part hereof.
In addition to the terms, conditions and restrictions set forth in the
Plan, all terms, conditions and restrictions set forth in this Agreement,
including the following, are applicable to the option granted as evidenced
hereby:
1. GRANT OF OPTION
This option agreement evidences the grant by the Corporation to the
Director of the right and option to purchase all or any part of an aggregate
of _______ shares of common stock, par value $.10 per share, of the
Corporation, at a price of $______ per share.
2. WHEN EXERCISABLE
The option is fully exercisable from and after _____ __ 199_ until
its expiration at the close of business on _____ __, 200_, subject, however,
to earlier expiration in the event the Director ceases to serve as a
director of the Corporation.
3. HOW EXERCISABLE
(a) Notice. Subject to the terms and conditions set forth in
this Agreement and in the Plan, the option shall be exercised by written
notice to the Corporation. Each such notice shall:
(1) state the election to exercise the stock option and the
number of shares in respect of which it is being exercised;
(2) be signed by the Director, or in the event of the
Director's death, by the party entitled to exercise the option, accompanied
by the appropriate evidence of the right of such person or persons to
exercise such option;
(3) be accompanied by payment in full in (i) cash, check,
bank draft or money order in the amount of the option price payable to the
order of the Company or (ii) certificates for shares of the Company's Common
Stock (together with duly executed stock powers) or other written
authorization as may be required by the Company to transfer shares of such
Common Stock to the Company, with an aggregate value equal to the option
price of the Shares being acquired or (iii) a combination of the foregoing.
The value of any shares of the Company's Common Stock delivered in full or
partial payment of the option price shall, unless otherwise determined by
the Board of Directors of the Company subsequent to the date of this
Agreement, be determined on the basis of the mean between the high and low
prices per share on the New York Stock Exchange on the date preceding the
date of delivery of the shares (or the next preceding date on which trading
occurred if there was no trading on such preceding date).
(b) Delivery of Notice. Any notice to be given to the
Corporation (including notice of exercise of all or part of a stock option)
shall be in writing and either hand delivered or mailed to the Secretary of
the Corporation at 100 Light Street, Baltimore, Maryland 21202.
(c) For the purposes of the Plan, the date of exercise shall be
the date on which notice and any required payment shall have been delivered
to the Corporation.
4. TERMINATION OF SERVICE AS A DIRECTOR
(a) In the event the Director ceases to serve as a director of
the Corporation for any reason other than death, the option will terminate
upon the earlier of (i) the expiration of the term of the option, or (ii)
the close of business on the first anniversary of the date of termination of
service as a director.
(b) In the event the Director ceases to serve as a director of
the Corporation by reason of death before the expiration of the term of the
option, the option shall terminate upon the earlier of (i) the expiration of
the term of the option, or (ii) the close of business on the second
anniversary of the date of death.
5. TRANSFERABILITY
The option represented by this Agreement shall not be transferable
otherwise than by will or the laws of descent and distribution. Any attempt
by the optionee to transfer, assign, pledge, hypothecate or otherwise dispose
of, or any attempt to subject to execution, attachment or similar process,
any part of this option contrary to the provisions of this Agreement shall be
void and ineffectual, shall give no right to the purported transferee, and
shall result in the forfeiture of this option.
6. PARTIES BOUND BY AGREEMENT
Each determination, interpretation, or other action made or taken
pursuant to the provisions of this Agreement and the Plan by the Board of
Directors shall be final and binding and conclusive for all purposes.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland.
LEGG MASON, INC.
By:________________________________
Charles A. Bacigalupo,
Senior Vice President
and Secretary
________________________________
"Name"
LEGG MASON, INC.
100 LIGHT STREET
HEADQUARTERS EXPANSION
Proposal for Interior Architectural Design Services
March 16, 1998
table of contents
SECTION ONE
General Overview of RTKL Capabilities
SECTION TWO
Project Team
SECTION THREE
Summary of Proposed Project Process and Basic Services
SECTION FOUR
Proposed Compensation and Additional Services
Section 1 General Overview of RTKL's Capabilities
Introduction
Founded 50 years ago in Annapolis, Maryland, RTKL is an internationally
recognized design leader with a diverse project portfolio and a
multi-discipline staff. In addition to our Baltimore headquarters,
the firm maintains offices in Washington, Chicago, Dallas, Los Angeles,
London, Tokyo, and Hong Kong and strategic alliances with firms in Germany,
Australia, Mexico, and China. Our architects, interior architects/designers,
structural and M/E/P engineers, planners, landscape architects, and graphic
designers frequently collaborate to provide clients with streamlined,
in-house full services.
Washington Office and Staff Composition
Established in 1984 and ranked by the Washington Business Journal as the
fifth largest architecture firm in the Washington area, our 70-person
Washington office prides itself on combining the service of a small
practice with the professional and technical resources of a large firm.
Our client roster comprises a number of prestigious international, national,
and local companies and institutions. Among them are The Aerospace Corporation,
Concert Communications, MCI Telecommunications, Cincinnati Bell Information
Systems, Coopers & Lybrand LLP, Legg Mason and Computer Sciences Corporation.
The office works closely with our firm's M/E/P and structural engineering
studios, which are based in Baltimore, and with two graduate engineers who
are stationed in the Washington office.
Total number of Employees 73
Registered Architects 28
Graduate Architects and Engineers 10
Registered Interior Designers 17
Landscape Architects/Planners 3
Administrative/Marketing/Information Systems 10
Students 5
Special Qualifications
As one of the largest architectural, interior architectural, and engineering
firms in the world, RTKL is well positioned to provide Legg Mason with the
personal attention, design quality, and multi-discipline design capabilities
required for this project. High-quality design has earned RTKL hundreds of
awards for excellence. Inherent in RTKL's quest for premium design on every
assignment is the belief that pleasing clients is key to producing projects
of distinction.
RTKL is also at the forefront of such non-traditional interior architectural
services as facilities consulting, relocation and consolidation services, and
property and building evaluations. RTKL's size, diverse experience, and
knowledge of buildings foster innovative interior designs of a high aesthetic,
function, and technical order.
With the experience and knowledge gained working with Legg Mason on the
relocation of 17 floors into their new headquarters facility RTKL is
especially well suited to provide further service for the additional three
floors. RTKL can utilize that knowledge and experience to expedite the
process for Legg Mason and facilitate a more seamless design and
construction process.
Section 2 Project Team and Resumes
Each member of the project team has significant experience in interior
architecture and design as well as specific knowledge of the Legg Mason
project. that is appropriate to meet Legg Mason's project needs. With the
goal of assembling the strongest team possible, we propose to staff the
project with individuals from our Washington office who have collaborated
on the previous Legg Mason headquarters project.
Interior Architecture Team
Michael Considine
Project Director/Manager
Michael Considine is an associate vice president and a highly effective
manager with a sizable portfolio of prestigious office assignments. He will
be responsible for overall project management, design direction, the overall
operations of the project, and consultant coordination. He will also serve as
the main point of client contact. Michael has extensive experience in the
design of high tech offices and secure facilities. He is currently serving
as project manager for work for various MCI Telecommunications projects,
Computer Sciences Corporation Regional Headquarters and Concert
Communications Regional Headquarters. Mr. Considine joined RTKL in 1987.
Kim Jennings
Project Designer
Kim Jennings is an experienced designer with a large portfolio of corporate
headquarters projects. She will have programming and design responsibility
for the project, utilizing valuable information gained working on the
previous Legg Mason headquarters project.
Wendy Steer
Project Architect
Wendy Steer is an experienced architect and designer possessing exceptional
production skills. She will have design and technical responsibility for the
project, insuring that all documentation is produced and coordinated. She
will interface with Harris Corporation and RTKL's technical contacts,
consultants, and contractor. She is currently completing an assignment for
The Aerospace Corporation.
M/E/P Engineering Team
R. Stephen Spinazzola
R. Stephen Spinazzola PE is a vice president of RTKL with 15 years of
experience in both mechanical design and project management on a wide
range of office, academic, health science, and institutional projects. A
resident of Baltimore, Mr. Spinazzola has spent nearly his entire career in
the city, lending his expertise on such local projects as Redwood Tower,
Inner Harbor Center, and more current work for USF+G and T. Rowe Price. He
participated in the building evaluation of 100 Light Street and is therefore
familiar with the building and its systems. He will serve as principal-in-
charge of the project and bear ultimate responsibility for the work of
the M/E/P engineers.
Nicholas Polihronidis
Nicholas Polihronidis EIT is a mechanical engineer with experience in all
phases of HVAC systems evaluation and design for public- and private-sector
projects. Trained in a number of CAD software programs and skilled in
preparing load calculations with Trace v600, he is skilled in equipment
sizing, selection, and layout, specifications, cost estimates, field surveys,
and construction administration. Mr. Polihronidis is currently on working
renovation projects for Mason Hirst. He will be responsible for the
mechanical engineering aspects of this project.
Pat Kazinski
Pat Kazinski is an electrical engineer with more than a decade of experience
in lighting, power, and communications design for new and renovated
construction. Her responsibilities range from initial design and specifications
to coordinating construction documents and contract administration. Current
projects include the renovation of the U.S. Customs Service/ICC/Connecting
Wing Buildings Complex and two office buildings for Mason Hirst. She will be
responsible for the electrical engineering aspects of this project.
Section 3 Summary of proposed project methodology
Design Philosophy and
Project Approach
RTKL's integrated, full-service approach to design is very much based on
being good listeners as well as strong designers. We believe the process of
first understanding our client's needs and then translating these goals into
quality solutions is the key to our success, whether the product is a multi-
building office complex or the complete interior architecture and design of
a corporate headquarters. RTKL's design process is based not on preconceived
notions or an insulated desire to make an architectural statement, but on a
thorough understanding of program requirements and an ongoing, cooperative
relationship with the client.
Project Approach
RTKL's approach to project organization focuses on assigning the appropriate
individuals to the team and then keeping them involved throughout the life of
the project. By enabling the same personnel to be involved from programming
through construction administration, we are able to provide a consistency in
approach and "project memory" that benefits the project and facilitates
communication between the client and the team and within the team itself.
Client Liaison - Our experience has taught us that clear and timely
communication is of the utmost importance when working with the client,
client liaison groups, consulting teams, and contractors. This focus on
communication is imperative if the project is to be managed effectively.
Our consensus management philosophy cultivates relationships that allow the
team to effectively communicate and coordinate the work from the very outset
of the project. Typically, the project director serves as the primary point
of contact with the client, responsible for the day-to-day operations of the
project, ensuring that the design objectives, schedule, and budget are met.
Design and Planning - We typically begin work by developing a mutually
agreed-upon agenda for design team meetings and client presentations. These
interactive meetings are meant to involve the client in the project's
development, especially during the early stages. During these sessions, work
will be presented to Legg Mason and significant details will be worked
through and approved by all relevant parties. Attended by the project
director, project manager, and discipline design leaders, these sessions
will be extremely valuable to the team, which must be certain it is on
track, exploring all options and fully satisfying all project requirements.
In addition, regular meetings help assure that problems or challenges are
raised and resolved at the appropriate time.
Budgets - RTKL is one of the design profession's most highly regarded
businesses, praised regularly for its sound management and business acumen.
We use several methods of controlling and coordinating internal resources,
including regular and accurate time records and computerized insurance
programs, billing systems, and payroll records. These systems are
meticulously monitored and regularly audited by certified, independent
professionals. RTKL's approach for project budgeting entails three phases:
During the programming phase, RTKL will prepare a probable cost statement for
construction and furnishings on a cost per square foot basis.
The schematic design phase will also involve more detailed budgeting based
on a greater level of detail. During the design development phase, RTKL will
prepare pricing documents in sufficient detail for a contractor or cost
consultant to prepare a detailed budget. Our documents are basically 70
percent complete at this stage and enable the contractor or cost consultant
to prepare a detailed budget.
Scheduling - RTKL has an outstanding record of accomplishment in project
delivery and adherence to established schedules, including projects with
complex phasing and multiple design packages. RTKL is capable of developing
and responding to a variety of schedules, including fast-tracked, phased
project deliveries, as well as guaranteed maximum contracts. Our approach to
controlling this project's time frame involves the early development of a
detailed, computer-generated critical path schedule that meets the client's
requirements. The schedule, reflecting all key dates and start-and-finish
milestones, will be agreed upon at the outset by all parties and monitored/
adjusted throughout the life of the project.
Quality - RTKL believes that quality control is not a single event, but
rather a process which begins at project start and carries throughout the
project to its very end. Our seven-point approach to quality relies on
a clear work statement and plan; client input; strong project management;
education and training; a comprehensive and up-to-date specifications system;
state-of-the-art CADD system; and independent project reviews throughout the
project.
Through on-going attention to coordination of all work in progress and
through formal peer review of drawings and specifications at the completion
of each phase of work, we will take exceptional care to catch and correct
mistakes. In addition to the benefits of CADD technology to control and
coordinate interdisciplinary documentation, we will use a specific "low-tech"
methodology to cross-check architectural and MEP engineering drawings to
avoid conflicts or omissions that might lead to costly corrective work
during construction.
BASIC SERVICES
Project Scope Understanding
Based on the information provided to RTKL during the meeting with
representatives of Legg Mason, we understand the project scope to be as
follows.
The project shall include full interior architectural and engineering design,
documentation and contract administration for the additional three floors in
the Legg Mason Tower at 100 Light Street. The project consists of
approximately + 45,000 rsf, located on floors 4, 5 and 6. The new space
will consist of perimeter offices and open plan workstations and various
standard support functions such as a conference room, copy, files. It is
understood that these three floors will be designed and constructed using
the same standards developed for the typical office floors located on Legg
Mason's floors above. There will also be some reprogramming and redesign
on the upper floors which will be part of the re-stack due to the expansion
onto floors 4, 5 and 6.
Programming
RTKL's programming process is a vital collaborative effort between the
architect and client through which the framework for the project design and
process is defined. The goal of this phase is the production of comprehensive
program documentation that integrates the qualitative (conceptual) and
quantitative (factual) information collected. This comprehensive programming
process results in a more effective and responsive design process.
1. Programming Work Session
RTKL will begin the program review process with an interactive work session.
During this session, RTKL will meet with the client to discuss project design
goals, parameters, and general project requirements including review of the
client's organizational structure, growth projections, and potential
organizational changes. The programming work session also will include
identification of programming and technical contacts, project budget review,
and scheduling of data verification interviews.
2. Review of Existing Documentation
RTKL will review plans of the current office space to gain a general
understanding of the groups and spaces to be programmed. At this time, RTKL
also will review with the client any existing firm design guidelines or
standards, program and planning documentation, or other pertinent documents.
3. Questionnaire / Interviews
RTKL will issue a questionnaire and conduct follow up interviews with the
designated Legg Mason representative(s) to confirm detailed information
about the functional requirements of the project. These sessions will explore
the organizational and management issues that will ultimately impact the
project.
4. Furniture Evaluation (If Applicable)
RTKL will evaluate the suitability of the existing furniture for reuse in
the new office standards. This study will examine the sizes and configuration
of the existing furniture and its general condition for reuse.
5. Special and Support Area Data Collection
Special and support areas are defined as libraries, computer rooms,
centralized file/mail/reproduction areas, conference facilities, etc. Program
confirmation for these areas will be conducted by RTKL team members and
client representative(s) in an interview process. Consultant programming may
parallel this effort if appropriate.
RTKL will conduct interviews with the designated client representative(s) to
confirm the detailed information about the functional and aesthetic
requirements of the special spaces.
During this step in the process, RTKL will obtain from the client the
technical requirements for the project, including specifications for all
equipment; loading requirements for records areas, data, communications,
and filing areas; and special environmental requirements.
RTKL and/or our consultants will analyze all information gathered during
this process and prepare a comprehensive detailed report which will become
part of the program.
6. Telecommunication Program Coordination
RTKL will meet with the client's telecommunications consultant, and/or in-
house voice and data professionals, users, management personnel, and local
carriers as appropriate to review the client's short- and long-term
telecommunications requirements and architectural red flags including
requirements for telecommunications related facilities, riser closets, floor
space, and related environmental needs. Engineering requirements will also
be collected and discussed during this step in the process.
7. Program Confirmation Summary
Once the program information is analyzed, RTKL will meet with Harris
Corporation personnel to review the concepts and issues, workplace, and
special area standards, area calculations, and recommendations. Following
this review, RTKL will summarize all program reports for interior
architecture, acoustic/audiovisual, and telecommunications. The draft will
be submitted to Harris Corporation personnel for review and approval.
Once review comments are received, RTKL will proceed with Phase Two.
Deliverables
Program Summary containing personnel counts, spatial allocations, adjacency
requirements, five-year growth projections, equipment lists, and general
management, technical and planning criteria.
Schematic Design/Schematic Planning
The primary objective of the Schematic Design Phase is to explore and
develop design concepts, complete detailed planning which integrates these
concepts, and establish budgets of probable cost for the project.
1. Review/Work Session
The Schematic Design Phase will begin with a review of the final program,
project schedule, and project team assignments and responsibilities. RTKL
proposes a Work Session involving all member of the project team (i.e., client,
architect, engineers, and specialty consultants). The goal of this Work
Session will be to generate design and systems concepts to be further
developed during this phase.
2. Code Review
RTKL will conduct a comprehensive review of all applicable codes currently
in effect or pending which may impact the project.
3. CADD Management
RTKL will be using CADD for all documentation on the project. The CADD
project set-up will occur at this point integrating Legg Mason requirements
into the project documentation systems.
4. Planning and Design Concepts
The team will develop the planning and architectural design concepts
generated from the initial work session. RTKL will finalize the space plan,
refine the previously established workplace and special area standards, and
prepare conceptual design drawings that describe the design intent through
plans, sketches, details, elevations, sections, samples, and cut sheets.
5. Consultant Design Concepts (Additional Service if Required)
Parallel to planning and design concept development, the specialty
consultants and engineers will be producing concept narratives or drawings
describing their design solutions.
The MEP engineering consultant will begin the initial stages of the
mechanical, electrical and plumbing systems design. Concept for the systems
infrastructure will be explored identifying the electrical, mechanical and
plumbing design alternatives.
6. Legg Mason Review and Comment
RTKL will review the space plan with Legg Mason and, based upon comments,
will make two revisions to the floor plans for a final review by the
business units.
7. Schematic Design Documents
RTKL will prepare schematic design documents that describe the design
concepts, furniture layouts, preliminary finish plans, and significant
details for construction of the space.
8. Budgets of Probable Cost
Construction Budget - At this phase, RTKL recommends that a construction
budget be developed to reflect the planning and design.
Furniture Budget - This budget will be developed on an estimated unit price
basis by item. RTKL will generate a list of proposed items to be included in
the project assigning costs and quantities in a spreadsheet format.
9. Schematic Design Presentation & Review
RTKL will make a presentation to Legg Mason project personnel. The
presentation will be a comprehensive review of planning and interior
architectural design concepts, workplace standards, finishes concepts,
furniture selections, MEP and consultant design concepts, and a review
of budgets of probable costs. The presentation will be informal utilizing
samples, cut sheets and drawings.
Deliverables
Final space plans
Interior architectural design concepts
Consultant design concepts
Probable cost statement
Presentation
Design Development
Based upon the approved planning and schematic design concepts, the project
will enter the final development stage. Resolution of design elements and
details, fine tuning of planning, and final selections of all materials will
be completed during Design Development.
1. Interior Architectural Design (General and Special Areas)
This step is intended to finalize proposals for all elements of the interior
architecture and furniture. All planning (including spaces and equipment
layouts), special elements, millwork, lighting, power and communications
requirements, finishes, and detailing systems will be finalized.
The technical requirements of the project will involve final definition of
owner- supplied and new equipment. An equipment schedule will then be created
which will be the central resource for the engineers, consultants, and Legg
Mason .
2. Finalize Consultants' Design (additional service if required)
Finalization of consultant design will occur at this point in the project.
All consultants will resolve final design issues and continue the
coordination process with the other disciplines involved in the project.
3. Code Analysis Update
RTKL will conduct a final code review insuring compliance with all codes in
effect at the time of project documentation.
4. Interior Architectural, Engineering, Consultants' Design Development
Documents
The interior architectural design development documents will be a
comprehensive set of documents incorporating the work of all disciplines.
RTKL recommends that the documents be developed to approximately 50 or 60
percent of the construction documents. These drawings and specifications
will represent the basic infrastructure of the project. Elements such as
partitions, doors, ceilings, lighting, power and communications, floor and
wall finishes, major interior architectural elements, and consultants'
systems will be described in sufficient detail for accurate cost estimating.
Consultant and MEP packages will describe major systems components and
design intent. RTKL will perform a technical coordination check and issue
the total package for pricing.
5. Furniture Documents
RTKL will prepare the final furniture documents at this stage in the project.
Floor plans locating new and reused furniture items and specifications
describing the furniture will be provided to Maryland Office Interiors for
procurement .
6. Design Development Pricing and Evaluation
RTKL will issue the pricing package to the contractor(s) or cost consultant
for pricing. A pre-pricing conference will be held and questions answered by
addenda. Once pricing is received, RTKL will assist Legg Mason in evaluation.
Deliverables
Design solutions
Consultant design documents (additional service)
Interior architectural design development pricing package
Furniture documents
Construction Documents
The Construction Document (CD) and Bidding Phase of the project provides the
final documentation and coordination of the interior architectural,
engineering, and design consultants' work.
1. Interior Architectural CD Documents
Based upon the approved design, budget, and schedule from design development,
RTKL will prepare final construction drawings, specifications, and other
documents necessary for bidding and interior construction. These documents
will be complete and detailed to cover all work within RTKL's scope, including
all field construction, millwork fabrication, and special features.
2. Engineering Documents
The engineering documents will consist of construction drawings and
specifications necessary to construct the mechanical, electrical, and
plumbing systems of the spaces.
3. Consultant Documents (additional service if required)
The consultant documents will consist of construction drawings and
specifications necessary to construct the systems for their scope of work.
Depending on the consultant, the documentation may be included in
RTKL's documents or issued separately.
4. Documents Coordination
RTKL will coordinate the final location and design of the interior
construction with the general contractor and engineers; concurrently, RTKL
will coordinate their construction documents with those of the engineers.
RTKL will review documents, specifications, and construction cost estimates
(by others) with the Legg Mason staff for approval.
Deliverables
Interior architectural construction documents
Construction specifications
Furnishings plans (for Information only)
Bid documents
Contract Administration
The Contract Administration phase of the project will involve bidding,
permit drawings, Construction Contract Preparation, Construction Directives,
and Payment Reviews.
1. Bidding
RTKL and its consultants will be responsible for issuing construction bid
documents for interior architecture and engineering and for responding to
requests for information and/or clarification generated by bidders. RTKL
will issue contract document and bidding forms to up to three contractors
for their review and bid submission. RTKL will conduct a pre-bid conference
for contractors. RTKL will interpret, clarify, or review bidders' questions
during the bid period. Specialty consultant and furniture documents will also
be issued if requested as an additional service.
2. Permit Drawings Submission
RTKL will provide the required number of construction documents bearing the
architectural seal of the State of Maryland. RTKL will assist the general
contractor should it have a problem in procuring permit approval from any
governmental authorities having jurisdiction over the project.
3. Construction Contract Preparation Assistance
RTKL will assist Legg Mason staff in the preparation of the construction
contract.
4. Construction Directives
RTKL will use standard AIA forms and procedures for the preparation of
construction directives. These will include but not be limited to Architects
Supplemental Instructions, Requests for Proposal and Change Orders.
5. Payment Request Reviews
RTKL will receive, review, approve and forward contractor and vendor
applications for payment and lien releases to Legg Mason staff.
Deliverables
Permit drawings
Bidding Assistance
Construction Contract Preparation
Construction Directives
Payment Request reviews
Section 4 PROPOSED Compensation & Additional Services
Compensation for Basic Services
RTKL requests compensation for performance of the Basic Services as follows
below. RTKL is assuming a fixed fee for the additional floors 4, 5, and 6.
Payment shall be made monthly and shall bein proportion to services
performed within each phase of services, so that the compensation for each
phase shall be in concordance with the format below:
SUMMARY OF FIXED FEES & REIMBURSABLE EXPENSES ($/RSF)
EMBED Excel.Sheet.5
Interior Architecture for Floors 4,5 & 6
Phase/Task Fee/rsf Total Cost/rsf Percent
by Phase
Programming $ 0.07 $ 3,150 7%
Schematic Design $ 0.15 $ 6,750 16%
Design Development $ 0.15 $ 6,750 16%
Construction Documents $ 0.33 $14,850 35%
Bidding $ 0.03 $ 1,350 3%
Construction Administration $ 0.12 $ 5,400 13%
Furniture, Fixtures/Equipment $ 0.10 $ 4,500 11%
Sub-total Compensation $ 0.95 $42,750 100%
MEP Engineering for Floors 4,5, & 6
Phase/Task Fee/rsf Total Cost/rsf Percent
by Phase
Programming $ 0.02 $ 900 4%
Schematic Design $ 0.04 $ 1,800 9%
Design Development $ 0.05 $ 2,250 11%
Construction Documents $ 0.25 $11,250 56%
Bidding $ 0.01 $ 450 2%
Construction Administration $ 0.08 $ 3,600 18%
Furniture,Fixtures/Equipment $ $ - 0%
Subtotal Compensation $ 0.45 $20,250 100%
Total Fee Compensation $ 1.40 $63,000
SUMMARY OF HOURLY FEES FOR RENOVATION AND MODIFICATION TO UPPER FLOORS
(ASSUME FLOORS 21 & 22)
Not applicable
Mark-up on reimbursable: 0%
Estimated reimbursables: Typically 12% of Design Fees
1. RTKL includes MEP engineering services based on the scope as defined
above. Structural engineering and all other consultants are excluded.
Additional Services
The following is a partial list of the additional services that are not
included in our proposal but may be required:
General Additional Services:
1. Custom loose furniture design (millwork items are to be considered
basic service).
2. Extra field visits beyond that provided in Construction Observation
Phase.
3. Revisions to approved final design plan (other than minor
modifications).
4. Revisions to approved Construction Documents.
5. Preparation of Contract Documents for extensive alternate pricing,
re-pricing, or review of more than one price from the contractors,
manufacturers, or dealers.
6. Providing professional services made necessary by the default of the
contractor or by major defects in the work.
7. Providing any other service(s) that may be authorized by client.
Specialty consultants such as audio visual, lighting and acoustical.
Preparation of final record documents or as-built existing condition drawings.
Additional planning, design or presentations of any areas or components after
final design approval issues by Harris Corporation This includes
re-selection and specification of components which become unavailable or
discontinued after the approval sign off. Additional planning, design or
presentations of any areas of components after final design approval due to
budget reductions, changes in schedule or other base building construction
activities. Provide design services and/or documents for areas not included
in the scope of this proposal. Prepare of documents for alternates, separate
multi-phased or sequential bidding or providing services in connection with
bidding, negotiation or construction prior to completion of the construction
documents phase, unless otherwise noted herein.
Provide detailed parts list, layout and installation drawings, receipt,
inspection or acceptance of furniture, equipment or modular systems components.
Provide detailed cost estimates of construction work.
Provide design, selection or specification of artwork, accessories or planting.
Furniture inventory.
Redesign or re-issuing documents during any phase of work due to delays in
security approval or obtaining security requirements.
Engineering Additional Services:
Investigating equipment heat output data not supplied by the client.
Design of Supplemental or 24 hour HVAC systems.
Design of cooking facilities or smoking rooms.
Design of special fire suppression systems including Preaction or Halon
systems.
Design of plumbing for private toilets or showers.
Design of security or audio visual systems.
Design of raised floor computer facilities or UPS Systems.
Design of flat wiring systems.
Specifying or circuiting data or telephone cable systems.
Determining non-standard fixture specifications, fixtures locations or foot
candles.
Redesign or re-issuing documents during any phase of work due to delays in
security approval or obtaining security requirements.
Compensation for Additional Services
Fees for additional services will be billed at our standard hourly rates.
For additional services, a fee estimate will be given when requested and
when the scope of work is known. Our hourly rate schedule, which would be
applied to these design services, follows:
Vice President $ 150.00
Senior Project Designer/Manager $ 120.00
Project Manager $ 105.00
Senior Project Architect/Engineer/Planner $ 95.00
Project Architect/Engineer/Planner $ 80.00
Senior Staff Architect/Engineer/Planner $ 65.00
Staff $ 50.00
Technical Assistant $ 40.00
(The above rates are subject to annual adjustments effective within the
second calendar quarter of each year.)
Reimbursable Costs
RTKL's reimbursable expenses are in addition to the fee and are defined as
our actual costs incurred in connection with the project including expenses
for long distance telephone, telex, fax, and/or telegraph; reproduction;
transportation when traveling in connection with the project (air/ground
travel at commercial rates and automobile outside of RTKL's Washington
office in accordance with current IRS guidelines, but not less than $.31 per
mile); shipping and delivery charges; building permit fee or other fees
assessed by any authority; mockups, models and renderings; direct computer
usage; and fees of additional consultants approved by owner's representative.
Reimbursable expenses will be invoiced at actual cost. If additional
consultants are required to complete this project, we would mark up their
services by 1.1 times actual cost.
Payment for Services
Compensation for RTKL Services and Expenses shall be due and payable within
thirty (30) days of invoice date. RTKL will invoice the Client on a monthly
basis. Invoices over sixty (60) days will be charged interest at the First
National Bank of Maryland prime rate plus two (2) percent. If unpaid
invoices become more than sixty (60) days overdue, RTKL may, upon seven (7)
days written notice to the Client, contact the Client directly for payment
and/or stop work until payment is received. In the event of non-payment,
Client shall reimburse RTKL for any attorney fees incurred to collect the
unpaid receivable.
Payments on this project may be wired directly to:
First National Bank of Maryland
25 S. Charles Street
Baltimore, Maryland 21201
Bank ID #052000113
RTKL DC Associates P.C.
Account #153-9344-1
Termination
This Agreement may be terminated by either party at any time with or without
cause by written notice. Termination shall be effective seven (7) days after
date of notice.. Upon termination all invoices presented by RTKL for
Services and Expenses for periods prior to the date of termination shall
become immediately due and payable. Failure of Client to make payments to
RTKL under this Agreement shall be considered a material breach and cause
for termination. In the event of suspension of Services, RTKL shall have no
Liability for any damages to Client incurred because of such suspension.
Termination or suspension of services by RTKL shall in no way relieve Client
of compensating RTKL for Services performed and Expenses incurred to the date
of termination.
RTKL Associates Inc. Accepted Legg mason inc.
Date /s/Authorized RTKL Officer Date /s/Authorized Legg Mason Officer
LEGG MASON INC.
Design Services Proposal
Revised 03/27/98 EMBED Word.Picture.6 RTKL Associates Inc.
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