EXHIBIT 10.3
[LETTERHEAD OF ALLIANCE BUSINESS CENTERS]
LEASE AND SERVICE AGREEMENT
This Agreement is made this 14th day of November, 1997, by and between ALLIANCE
Business Centers, 2 Wisconsin, Inc., d/b/a ALLIANCE Business Centers ("Lessor")
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having offices known and numbered as Suite 700 (the "Facility") in the building
located at 0 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxx, XX 00000 (the "Building") and
Affiliate Enterprises, Inc., ("Lessee") a Delaware corporation, with an address
of 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000. The parties for
themselves, their heirs, legal representatives, successors and assigns, agree as
follows:
1. Demise and Description of Property.
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a. Lessor leases to Lessee and Lessee leases from Lessor, the
"Premises" (defined below), being a subpart of Lessor's total leased Facility
space, for the term and subject to the conditions and covenants hereinafter set
forth and to all encumbrances, restrictions, zoning laws, regulations or
statutes affecting the Building, Facility or Premises.
b. The Premises consists of Facility office space number(s) #725,
726A/B, 727/728, 729 and 730 as shown in the floor plan annexed hereto. Lessor
hereby grants Lessee the privilege to use in common with other lessees and
parties that Lessor may designate certain office amenities located in the
Facility; the use of all of which are subject to such reasonable rules and
regulations as Lessor currently has in place and may adopt from time to time.
The amenities are more particularly described in attached Exhibit "A." "The
Operating Standards" as presently in place and governing the use of the Premises
and the Facility are attached in Exhibit "B".
2. Use.
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a. The Premises shall be used by Lessee solely for Media Development and
such other normally incident uses and for no other purpose, in strict accordance
with the Operation Standards. Additionally, Lessee shall not offer at the
Premises any services which Lessor provides to its lessees, including, but not
limited to those amenities or services described in attached Exhibit "A". In the
event Lessee breaches any provision of this paragraph, Lessor shall be entitled
to exercise any rights or remedies available to the Lessor pursuant to this
Agreement together with such other rights and remedies as the Lessor may
otherwise have and choose to exercise.
b. Lessee shall not make nor permit to be made any use of the Premises
which would violate any of the terms of this Agreement or which, directly or
indirectly, is forbidden by statute, ordinance or government regulations, which
may be dangerous to life, limb or property, which may invalidate or increase the
premium of any policy of insurance carried on the Building or on the Facility,
which will suffer or permit the Premises to be used in any manner or anything to
be brought into or kept there which, in the sole judgment of Lessor, shall in
any way impair or tend to impair the high quality character, reputation or
appearance of the Building or the Facility, or which may or tend to impair or
interfere with any services performed by Lessor for Lessee or for others.
3. Term.
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a. The term of this Agreement shall be for a period of twelve months,
commencing 9:00 a.m. on the 1st day of January, 1998, and ending 5:00 p.m. on
the 31st day of December, 1998, unless renewed as provided in paragraph "3(b)"
herein.
b. Upon the ending term date set forth herein or any extension thereof, the
Agreement shall be extended for the same period of time as the initial term and
upon the same terms and conditions as herein contained except for the amount of
base rental charges, which shall each be increased by ten percent (10%), unless
either party notifies the other in writing by certified or registered mail,
return receipt requested, or delivered by hand that the Agreement shall not be
extended within the period hereinafter specified or automatically renewed. If
Lessee has less than three offices, such notice shall be given at least 60 days
prior to the expiration date of this Agreement. If Lessee has three or more
offices, such notice shall be given at least 90 days prior to the expiration
date of this Agreement.
c. In the event the entire Premises or the Facility are damaged, destroyed
or taken by eminent domain or acquired by private purchase in lieu of eminent
domain so as to render the Premises fully untenantable and unrestorable in
Lessor's sole judgment, then within 90 days thereafter by written notice to the
other party, either party shall be able to terminate this Agreement, which will
terminate as of the date thereof.
4. Rent.
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a. For and during the term of this Agreement, Lessee shall pay Lessor as
rent for the Premises a annual total rental of $101,304.00, payable in equal
monthly installments of $8442.00, each payable in advance of the first day of
each calendar month after the commencement of the term, or a daily prorated
amount for any partial calendar month during the term. If any payment of rent or
other charges due under this Agreement is not received within five (5) calendar
days after its due date, the Lessee will also pay, as additional rent, a late
payment charge which shall be an amount equal to 10% of any amount owed to
Lessor or $50 whichever is greater.
b. It is additionally specifically covenanted and agreed that the financial
terms of this Agreement are strictly confidential and Lessee agrees not to
knowingly or willfully divulge this information to or any other Lessee or
potential Lessee of Lessor. Any such disclosure by the Lessee of the financial
terms of this Agreement as set forth herein above, shall constitute a material
breach of this Lease.
c. The first such payment of rental as well as the payment of the
Deposit as set forth in below shall be paid by Lessee simultaneously with
execution of this Agreement. Should the Lessee fail to make such payment prior
to the commencement of the term of
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/s/ LS
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c. The first such payment of rental as well as the payment of the Deposit
as set forth in below shall be paid by Lessee simultaneously with execution of
this Agreement. Should the Lessee fail to make such payment prior to the
commencement of the term of this Agreement, then, at Lessor's sole option, the
Agreement shall be null and void and of no further effect.
d. The rental payable during the term of this Agreement shall be
increased on the first day of the month following notification of any rental
increase (however designated) which the Lessor might receive from the Lessor's
over-landlord ("Building"). The term "direct expenses" as used herein shall
refer to the same items and costs as are used by the Building in its
determination of expenses and costs passed on to Lessor. Lessor shall
immediately notify Lessee in writing of any such increase, and shall xxxx Lessee
for its pro rata share thereof, which xxxx Lessee shall pay promptly upon such
notification for each and every month thereafter for the balance of the term.
e. Rent charges are based on the value of the rental Premises and services
to be used by one person(s) per office and two persons for Office #730 only. If
more than said number of person(s) habitually use the Premises or services, the
Fixed Monthly Rental Charges will be increased by a factor of $100 for each
additional person who habitually uses the Premises.
f. If a Lessee check is returned for any reason, Lessee will pay an
additional charge of $100.00 per returned check and, for the purpose of
considering default and/or late charges, it will be as if the payment
represented by the returned check had never been made.
5. Security Deposit.
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a. Lessee shall deposit with Lessor $16,884.00, or the equivalent of two
months rent, in good or certified funds with a domestic bank, as a non-interest
bearing security deposit. Lessor may use the security deposit to cure any
default of Lessee under this Agreement, restore the Premises including any and
all furniture, fixtures and equipment provided by Lessor and vendors at the
Premises to their original condition and configuration, reasonable wear and tear
excepted, to pay for repairs to any damage to the Premises, Executive Suite or
Building, caused by Lessee or Lessee's guests, to pay any rent or other charges
which Lessee owes Lessor at or prior to the expiration of this Agreement, and to
reimburse Lessor for costs or expenses arising from any other obligation of
Lessee which Lessee has failed to perform. If Lessor transfers control or
ownership of the Premises and Lessor transfers the security deposit to such
purchaser, Lessee will look solely to the new Lessor for the return of the
security deposit, and the Lessor named in this Agreement shall be released from
all liability for the return of the security deposit.
b. The security deposit (less any sums used by Lessor in accordance with
the terms and conditions of this Agreement) will be returned within sixty (60)
days after the termination of any services rendered or expiration of the term
hereof. The security deposit shall not under any circumstance be applied in lieu
of be the final payment(s) of Fixed Monthly Rental charges or service charges
under this Agreement.
c. In the event that, by reason of the Lessee's default in its
obligations pursuant to this Agreement or otherwise, including but not limited
to the payment of the Fixed Monthly Rental Charge, any amounts due by reason of
the Lessee's use of additional services hereto and/or by reason of the Lessee's
use of telephone services as supplied pursuant to this Agreement, Lessor shall
be entitled to apply any of the security deposited pursuant to this Agreement to
any outstanding sums due or owing to the Lessor, and Lessor shall have the right
to charge the Lessee, as additional rent, such sums as are necessary to
replenish any and all amounts applied so as to cause the security to be returned
to its entire amount. The failure to pay such amounts as are necessary to
replenish the security shall be considered a breach of this Agreement and shall
entitle the Lessor to exercise any of its rights pursuant to this Agreement or
otherwise.
6. Delivery of Possession.
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If, for any reason whatsoever, Lessor cannot deliver possession of the
Premises to Lessee at the commencement of the term, this Agreement shall not be
void nor voidable nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom, but there shall be an abatement of rent for the period
between the stated term commencement and the time when Lessor does deliver
possession of the Premises.
7. Services.
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a. So long as Lessee is not in default hereunder, Lessor shall make
available certain amenities to Lessee as more particularly described in Exhibit
"A." Such services shall be offered to Lessee, in conjunction with such services
being offered by Lessor to its other lessees, without charge for the reasonable
use of the same.
b. In addition, provided Lessee is not in default hereunder and provided
the cost thereof does not exceed the Security Deposit, Lessor shall make
available to Lessee certain other services the cost of which shall be billed to
the Lessee as additional rent and the payment of which shall be subject to the
same terms and conditions as those governing the payment of the Fixed Monthly
Rental Charge herein regardless of when such charges are billed to the Lessee.
8. Telephone Services.
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a. Provided Lessee is not in default of any of the terms, covenants,
conditions or provisions of this Agreement, Lessor will make available to
Lessee, a telecommunications package which will consist of some combination of
telephone equipment, numbers, lines, conference calling, voice mail, local, long
distance and international service, and directory listing. All components of the
telecommunications package including any telephone numbers used by Lessee will
remain at all times the property of Lessor and Lessee will acquire no rights in
the components beyond the term specified by Lessor.
b. Upon Lessee's written request, Lessee shall be entitled to appoint
Lessor as its exclusive agent for the sole purpose of procuring and arranging
Lessee's local "white pages" listings. Lessor shall have no involvement nor
responsibility for any "yellow pages" listings desired by Lessee.
x. Xxxxxx shall not be liable for any interruption or error in the
performance of its services to Lessee under this Section. Lessee waives any
recourse as against the Lessor for any claimed liability arising from the
provision of telecommunication services including, but not limited to, injuries
to persons or property arising out of mistakes, omissions, interruptions,
delays, errors or defects in transmissions occurring in the course of furnishing
telecommunications services provided same are not caused by the willful acts of
the Lessor, as well any claim for business interruption and for consequential
damages.
x. Xxxxxx shall use reasonable efforts to provide Telephone Services to
Lessee in a first-class, professional manner. Telephone service charges shall be
as per Lessor's then scheduled rates for the same, or as the same may be amended
by Lessor from time to time
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fraud including, but not limited to, unauthorized use of calling cards or
telephone lines.
f. It is expressly acknowledged and agreed that Lessor shall be the sole
and exclusive provider of telecommunication services to Lessee. Lessee hereby
agrees and covenants that it will not use any other telephone service or
telephone carrier to provide it service in the Premises. In the event that
Lessee uses or acquires any other telephone service at the Premises, such use
and/or installation shall constitute a material default in the Lessee's
obligations hereunder.
9. Furniture and Fixtures.
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At its own cost and expense, Lessor shall furnish and install furniture,
fixtures and equipment as are in Lessor's sole opinion necessary to provide
suitable office accommodations for Lessee, upon such terms and conditions
routinely applicable to the Facility. All such furniture, fixtures and equipment
shall remain Lessor's property.
10. Insurance: Waiver of Claims.
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a. Lessor has no obligation to and will not carry insurance for Lessee's
benefit. Lessor will not be liable to Lessee or to any other person for damages
on account of loss, damage or theft, to any business or personal property of
Lessee. Lessee hereby waives any claims against Lessor from any loss, cost,
liability or expense (including reasonable attorneys' fees) arising from
Lessee's use of the Premises or any common areas made available to Lessee by
Lessor or from the conduct of Lessee's business, or from any activity, work, or
thing done in the Premises or common areas by Lessee or Lessee's agents,
contractors, visitors or employees. To the extent that Lessor has any liability
for any of the forgoing pursuant to any law, ordinance or statute, Lessee shall
seek recovery for such loss(es)/or damage(s) from its own insurance company as
provided for in subparagraph (c) herein prior to making any claims against
Lessor.
b. The Lessor shall not be liable or responsible to the Lessee for any
injury or damage resulting from the acts or omissions of Lessor, its employees,
persons leasing office space or obtaining services from the Lessor, or other
persons occupying any part of the Premises or Building, or for any failure of
services provided such as water, gas or electricity, HVAC or for any injury or
damage to person or property caused by any person except for such loss or damage
arising from the willful or grossly negligent misconduct of the Lessor, its
agents, servants, or employees or from the Lessor's failure to make repairs
which it is obligated to make hereunder. Neither Lessor or any of its agents,
employees, officers or directors shall be responsible for damages resulting from
any error, omission or defect in any work performed or provided as part of the
services rendered, whether uncompensated services or compensated services.
c. Lessee shall provide Lessor with a certificate of insurance evidencing
General/Public Liability coverage with liability limits of not less than One
Million Dollars ($1,000,000) per occurrence for Bodily Injury and/or Property
Damage Liability and One Hundred Thousand Dollars ($100,000) per occurrence for
Fire/Legal Liability. Said insurance coverage shall remain in force during the
term of this Agreement and renewals thereof. The Lessor, Alliance National,
Inc, and Alliance Business Centers, Inc., shall be named as an additional named
insured on each of these policies. Lessee's failure to provide or maintain such
Insurance shall not reduce or otherwise alter Lessee's liability or
responsibility to pay any judgment rendered against Lessee for such Liability
and Damages Failure to maintain such Insurance and/or to name the Lessor and its
designees, as set forth above, shall constitute a material breach of this
Agreement.
d. Both parties hereby agree to defend, indemnify and hold the other
harmless from and against any and all claims, damages, injury, loss and expenses
to or of any person or property resulting from the acts or negligence of their
agents, employees, invitees and/or licensees while in the Building, Executive
Suite and/or Premises.
e. Any fire and extended risk casualty insurance that Lessee maintains
shall include a waiver of subrogation in favor of Lessor and Building Landlord,
and any fire and extended risk insurance carried on the Facility by Lessor shall
likewise contain a waiver of subrogation in favor of Lessee.
11. Waiver of Breach.
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Should Lessor not insist upon the strict performance of any term or
condition of this Agreement or to exercise any right or remedy available for a
breach thereof, and no acceptance of full or partial payment during the
continuance of any such breach shall constitute a waiver of any such breach or
any such term or condition. No term or condition of this Agreement required to
be performed by Lessee and no breach thereof, shall be waived, altered or
modified, except by a written instrument executed by Lessor. No waiver of any
breach shall affect or alter any term or condition of this Agreement, and each
term or condition shall continue in full force and effect with respect to any
other then existing or subsequent breach thereof.
12. Operating Standards.
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The Operating Standards attached to this Agreement as Exhibit "B" are
hereby made an integral part of this Agreement. Lessee, its employees, agents,
guests, invitees, visitors and/or any other persons caused to be present in and
around the Premises by the Lessee shall perform and abide by the rules and
regulations and any amendments or additions to said rules and regulations as
Lessor may make. In addition, Lessee, its employees and agents shall abide by
all applicable governmental rules, regulations, statutes and ordinances relating
in any way to the Premises or the Facility or Lessee's use or occupancy of the
Premises or the Facility; failing which Lessee shall be in default hereunder and
shall pay any fines or penalties imposed for such violation(s) directly to the
appropriate governmental authority or to Lessor, if Lessor has paid such amount
on behalf of Lessee. Such remedy shall not be exclusive. It is hereby further
explicitly agreed and understood that full compliance with the Operating
Standards as set forth constitutes a material obligation of this Agreement, and
that the failure to so comply shall constitute a violation of this Agreement
entitling the Lessor to exercise any of its remedies pursuant to this Agreement
or otherwise.
13. Employment of Lessor's Employees.
--------------------------------
a. Lessee agrees that it will not, during the term of this Agreement and
any renewals thereof, or for a period of one year after the expiration or sooner
termination of this Agreement, hire or issue an offer to employ any person who
is or has been an employee of Lessor or Lessor's agent without prior consent
from Lessor. If Lessee either hires an employee of Lessor or Lessor's agent;
or hires any person who has been an employee of Lessor or its agent within six
months prior to the time they are hired by Lessee, Lessee will, at Lessors sole
option, be liable to Lessor for liquidated damages equal to six months wages of
the employee, at the rate last paid that employee by Lessor.
b. If Lessor assists in hiring an employee for Lessee, Lessee shall pay to
the Lessor a commission equal to 20% of that employee's
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of Lessor or Lessor's agent without prior consent from Lessor. If Lessee either
hires an employee of Lessor or Lessor's agent, or hires any person who has been
an employee of Lessor or its agent within six months prior to the time they are
hired by Lessee, Lessee will, at Lessors sole option, be liable to Lessor for
liquidated damages equal to six months wages of the employee, at the rate last
paid that employee by Lessor.
b. If Lessor assists in hiring an employee for Lessee, Lessee shall pay to
the Lessor a commission equal to 20% of that employee's annual salary. The
provisions hereof shall survive the expiration or sooner termination of the
term thereof.
14. Alteration.
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If Lessee requires any special wiring or office alterations for
extraordinary business machines or other purposes not consistent with the
current wiring, extraordinary telephone equipment or computer equipment. Such
alteration shall be done (i) only with the express written permission of the
Lessor, and if said permission is granted, then (ii) by an agent designated by
Lessor at Lessee's cost. The electrical current shall be used for ordinary
lighting purposes only, unless written permission to do otherwise shall first
have been obtained from Lessor at an agreed cost to Lessee. Lessor further
reserves the sole and exclusive right to limit the number and type of lines and
telephone equipment Lessee can install in the leased Premises.
15. Re-Entry.
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Lessor and its agents shall have the right to enter the Premises at any
time for the purpose of making any repairs, alterations, inspections which it
shall deem necessary for the preservation, safety or improvements of said
Premises, without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Lessee.
16. Relocation.
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a. Lessee agrees that the Lessor may, in its sole discretion, relocate the
lessee from its present Premises to a like or similar office space within the
same facility upon thirty (30) days notice to the Lessee. In the event that the
Lessor requires the Lessee to relocate, the Lessor hereby agrees to bear the
reasonable cost of any such relocation, which cost shall be limited to the cost
associated with the physical transfer of the Lessee's property to any different
office, which the Lessor may designate.
b. In the event that any such relocation is effected, the Lessee hereby
acknowledges that, unless otherwise agreed in writing, that all of the terms and
conditions of this Agreement shall remain in full force and effect.
17. Assignment and Subletting.
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No assignment or subletting of the Premises, this Agreement or any part
thereof shall be made by Lessee without Lessor's prior written consent, which
consent may be withheld for any or no reason in Lessor's sole discretion.
Neither all nor any part of Lessee's interest in the Premises or this Agreement
shall be encumbered, assigned or transferred, in whole or in part, either by act
of the Lessee or by operation of law.
18. Surrender.
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a. On expiration of the term, any extended term, or sooner termination of
this Agreement, Lessee shall promptly surrender and deliver the Premises to
Lessor, without demand, and in as good condition as when let, ordinary wear and
tear excepted.
b. Upon Lessee serving a notice of cancellation as provided in 3b herein
Lessor shall have the right to show Lessee's Premises during the 60 day period
(for one or two offices) or 90 day period (for three or more offices) as the
case may be.
c. Without prior written approval of Lessor, Lessee shall not remove any
of its property from the Premises upon termination of this Agreement or at any
other time, except during Lessor's normal business hours. In the event Lessor
consents to Lessee's removing property before or after normal business hours,
any expenses incurred by Lessor as a result, including but not limited to
expenses for personnel, security, elevator, utilities and the like shall be
paid by Lessee in advance, to the extent determinable by Lessor, by certified
and/or bank check.
d. If Lessee vacates the Premises and leaves behind any property,
whatsoever, same will be deemed abandoned by Lessee and may be disposed of by
Lessor at Lessee's expense. If Lessee defaults in the payment of sums due to
Lessor, and Lessor changes the locks, removes Lessee's property, or otherwise
denies access to Lessee, Lessor shall not be liable for conversion or partial,
actual and/or constructive eviction.
19. Holding Over.
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a. In the event that Lessee, should not renew this Agreement in accordance
with the terms and conditions hereof, and/or fail to surrender the Premises upon
the expiration of the term of the Agreement as provided herein, Lessee agrees to
pay Lessor, as liquidated damages, a sum equal to twice the monthly rent and all
additional charges for services provided by Lessor to Lessee, for each month
that Lessee retains possession of the Premises or any part thereof, provided,
however, that the acceptance of such sums, representing liquidated damages shall
not be deemed to be permission to Lessee to continue in possession of the
Premises.
20. Default and Remedies.
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a. If the Lessee shall default in fulfilling any of its terms, conditions,
covenants or provisions of this Agreement, including but not limited to:
1. Payment of fixed Monthly Rental Charges and/or any other charges
hereunder within ten days of the date such charges become due;
2. Becomes comes insolvent, makes an assignment for benefit of creditors,
or files a voluntary petition under any bankruptcy or insolvency law, or
has filed against it an involuntary petition under any such law;
3. Defaults in fulfilling any of the terms, conditions, covenants or
provisions of this Agreement including but not limited to the breach of any
of the terms and conditions set forth in the exhibits attached hereto;
4. The abandonment and/or vacatur of the Premises by the Lessee;
then, after five days notice of any such default(s), the Lessor may, at its sole
discretion, terminate this Agreement upon five days notice to the Lessee, and
upon the expiration of such notice period, the Lessee
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sole discretion, may accept notwithstanding the foregoing. Lessor shall have no
obligation, implied or otherwise, to mitigate its damage(s) under such
circumstances.
b. Should Lessor be unable to re-let the Premises, or should each monthly
re-rental be less than the rental, Lessee is obligated to pay under this
Agreement or any renewal thereof, at Lessor's option Lessee shall pay the amount
of such deficiency, plus the expenses of reletting, immediately in one lump sum
(if allowable under law) to Lessor upon demand and/or as such obligations
accrue.
c. If Lessee shall default in the observance or performance of any term or
covenant on Lessee's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, Lessor may immediately or at any time
thereafter and with notice perform the obligation of Lessee thereunder, and if
Lessor, in connection therewith or in connection with any default by Lessee in
the covenant to pay rent hereunder, makes any expenditure [ILLEGIBLE]
[ILLEGIBLE PORTION]
21. Mail & Telephone Forwarding.
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a. After termination or expiration of the [ILLEGIBLE] Agreement, Lessee
hereby agrees that it will take all reasonable steps to notify all parties of
Lessee's new address and phone numbers. Lessor shall have no obligation, to
notify any person or entity of Lessee's new address and/or phone numbers, except
as expressly provided herein.
x. Xxxxxx will, unless otherwise instructed by Lessee in writing, hold
mail for Lessee at its new address and give out new telephone number via a voice
mail message for a period of three (3) months at the rate of $125.00 per month,
which sums shall be deducted from any amounts deposited with the Lessor as
security hereunder and paid to the Lessor in advance. In the event that there is
not sufficient security remaining on deposit to pay for the charges set forth
herein, unless the Lessee shall pay the charges set forth herein to the Lessor
in advance, Lessor shall have no obligation to provide the services set forth
herein.
22. Notices.
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Any notice under this Agreement shall be in writing and shall be either
delivered by hand or by first class mail to the party at the address set forth
below. Lessor hereby designates its address as:
ALLIANCE BUSINESS CENTERS
0 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attn: Management
with a copy by regular first class mail to:
ALLIANCE Business Centers
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Legal Department
Lessee hereby designates its address (which address must be an address within
the United States), as
Affiliate Enterprises, Inc.
Attn: Xx. Xxxxxx Xxxxxxx/Xx. Xxxx Xxxxxxxx
Brooks, Pierce, XxXxxxxx (Other Than 2 Wisconsin)
000 Xxxxxxxxxxx Xx. Xxxx, Xxxxx 0
Phone:______________________________
Fax:________________________________
Xxxxxxx, XX 00000
If such mail is properly addressed and mailed, as above, it shall be deemed
notice for all purposes, given when sent or delivered, even if returned as
undelivered.
23. Landlord's Election Under This Agreement.
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Upon early termination of the main Building lease, this Agreement shall
terminate unless the Building Landlord under the main lease elects to have this
Agreement assigned to the Building Landlord or to such other entity as is
designated in such notice by the Building Landlord, (ii) the Building Landlord
shall be deemed to be the Lessor under this Agreement and shall assume all
rights and responsibilities of Lessor under this Agreement, and (iii) Lessee
shall be deemed to have attorned to the Building Landlord as Lessor under this
Agreement.
24. Time of Essence.
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Time is of the essence as to the performance by Lessee of all covenants,
terms and provisions of this Agreement.
25. Severability.
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The invalidity of any one or more of the sections, subsections, sentences,
clauses or words contained in this Agreement or the application thereof to any
particular set of circumstances, shall not affect the validity of the remaining
portions of this Agreement or of their valid application to any other set of
circumstances. All of said sections, subsections, sentences, clauses and words
are inserted conditionally on being valid in law; and in the event that one or
more of the sections, subsections, sentences, clauses or words contained herein
shall be deemed invalid, this Agreement shall be construed as if such invalid
sections, subsections, sentences, clauses or words had not been inserted. In the
event that any part of this Agreement shall be held to be unenforceable or
invalid, the remaining parts of this Agreement shall nevertheless continue to be
valid and enforceable as though the invalid portions had not been a part hereof.
In addition, the parties acknowledge (i) that this Agreement has been fully
negotiated by and between the parties in good faith and is the result of the
joint efforts of both parties, (ii) that both parties have been provided with
the opportunity to consult with legal counsel regarding its terms, conditions
and provisions and (iii) that regardless of whether or not either party has
elected to consult with legal counsel, it is the intent of the parties that in
no event shall the terms, conditions or provisions of this Agreement be
construed against either party as the drafter of this Agreement.
26. Execution by Lessee.
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The party or parties executing this Agreement on behalf of the Lessee
warrant(s) and represent(s): (i) that such executing party (or parties) has (or
have) complete and full authority to execute this Agreement on behalf of Lessee,
(ii) that Lessee shall fully perform its obligations hereunder.
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27. Assumption Agreements and Covenants.
-----------------------------------
This Agreement is subject and subordinate to the main Building lease
governing the Facility, under which Lessor is bound as tenant, and the
provisions of the main lease, other than as to the payment of rent or other
monies, are incorporated into this Agreement as if completely herein rewritten.
Lessee shall comply with and be bound by all provisions of the main lease except
that the payment of rent shall be governed by the provisions of this Agreement,
and Lessee shall indemnify and hold Lessor harmless from and against any claim
or liability under the main lease of Lessor arising from Lessee's breach of the
Main Lease or this Agreement. Lessor covenants and warrants that the use of the
Premises as a business office is consistent with and does not violate the terms
of the main lease.
28. Covenant and Conditions.
-----------------------
Each term, provision and obligation of this Agreement to be performed by
Lessee shall be construed as both a covenant and condition.
29. Entire Agreement.
----------------
This Agreement embodies the entire understandings between the parties
relative to its subject matter, and shall not be modified, changed or altered in
any respect except in writing signed by all parties.
30. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of
the date first above written.
LESSOR: ALLIANCE, 2 Wisconsin, Inc.
By:
--------------------------------
LESSEE: Affiliate Enterprises, Inc.
(If a corporation)
By:
--------------------------------
Title:
-----------------------------
(Corporate Seal)
LESSEE:
(If an individual or partnership)
By:
--------------------------------
By:
--------------------------------
EXHIBIT "A"
-----------
. Furnished Private Office
. Furnished, Decorated Reception Room with Professional Receptionist
. Personalized Telephone Answering During Office Hours
. 24 hour Voicemail
. 40 hours of Conference Room or private furnished offices, subject to prior
scheduling and use by other lessees
. Corporate Identity on Lobby Directory where Available
. Complete Mail Room Facility
. Receipt of Mail and Packages
. Complete Kitchen Facilities with Coffee Machine
. Utilities and Maintenance
. HVAC During Normal Business Hours
. Janitorial Services
. 8 hours per month courtesy use of other Alliance Business Centers
affiliated facilities. Locations subject to current affiliation and
availability.
[LOGO OF ALLIANCE] 6
Initials Initials
---- ----
LEASE AND SERVICE AGREEMENT
REBATE RIDER
RE: Lease and Service Agreement between ALLIANCE 2 Wisconsin, Inc., and
Affiliate Enterprises, Inc. ("Agreement").
DATE: November 14, 1997
CENTER: 0 Xxxxxxxxx Xxxxxx, Chevy Chase, M.D.
WHEREAS The agreement in Paragraph "4a" provides that the lessor shall pay, as
rent for the premises, a annual total rent of $101,304.00 payable in equal
monthly installments of $8442.00, and
WHEREAS the parties agree and understand that the said sum reflects the market
rent for the Premises, and
WHEREAS the parties have agreed, that in consideration of entering into the
Agreement, that the Lessor shall accept instead and in place of the rent
described in paragraph "4a" the annual total sum of $84,144.00 payable in
monthly installments of $7012.00 which reflects a monthly abatement in the
amount of $1430.00.
It is hereby agreed as follows:
1. Paragraph "4a" is hereby modified so that, upon expiration of the term of
the Agreement and upon the renewal thereof, whether by operation of the
Agreement or otherwise, the Lessee agrees to pay and shall pay rent as set
forth in Paragraph "4a" of the Agreement.
2. Upon the expiration of any such renewal term, Lessee hereby agrees and
understands that Paragraph "3b" of the Agreement shall apply to any such
renewals.
3. Lessor agrees to increase Lessee's monthly complimentary conference room
allowance from 12 hours per month to 40 hours per month.
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
ALLIANCE 2 Wisconsin, Inc. Affiliate Enterprises, Inc.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------- --------------------------
Date: 11/17/97 Title: CEO & President
-------------------------- -----------------------
Date: 11/17/97
-----------------------
2 Xxxxxxxxx Xxxxxx
Xxxxx Xxxx Xxxxx 000
Xxxxx Xxxxx, XX
Phone: 000.000.0000
[LOGO OF ALLIANCE BUSINESS CENTERS]
[DIAGRAM OF FLOOR PLAN]
Notes:
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Exhibit C
---------
SCHEDULE OF SERVICES
A. ACCOUNTING
1) Establishing a second account for Tenant's convenience $25.00 each time
2) Clerical fee for processing payment using MC/VISA/American Express $10.00 each time
3) Fax or send duplicate statement or records (plus postage and faxing $5.00 each copy
costs)
4) Research, collection calls or processing (plus postage, faxing and $22.00 Per hour
telephone incurred charges) Actual time billed as Clerical service Actual time
Clerical Rate
B. ADMINISTRATIVE
1) Credit authorization and set up fee
. New Full-Time Tenants $100.00 Per Office
. Identity $100.00 Per Contract
2) Moving a Tenant from one suite to another, switching phone, keys, $50.00 per person
and cards
3) Additional employee initial set up $100.00 one-time charge
Recurring Monthly Charge - Extra People Fee $100.00 Month
4) Painting and cleaning fee for a lease of less than six (6) months $200.00 Per office
including administrative coordination
5) Lost security card, lost key $25.00 Per Item
6) Tenant Storage: boxes, other items (if available) $40.00 Month/closet
C. ANSWERING SERVICE (8:30AM THRU 5:30PM -- MON. THRU FRI)
1) Full-time Tenant Included in Contract
2) Flex Time Plan Answering Service/Voice Mail Only $85.00 Includes 1 person
One voice mail box
3) Hand written messages (based on clerical rate of $22.00 per hour for $2.20 Per Message
.10 of an hour)
D. CLERICAL SERVICE*
1) Standard Clerical Rate $2.20 Per .10 of an hour
Clerical Service billed in 6 minute increments (i.e. .10 = 6 minutes)
Clerical Services Available
. Bank Deposits . Ordering Office Supplies
. Xxxx Paying Photocopying for Tenants
. Check Reconciliation or Visitors
. Computer Maintenance . Outgoing Calls for Tenants
. Arrange Conference Calls and . Payroll
Meetings . Preparation of Expense
. Extensive Fax Transmission Travel Reports
. Filing . Project Coordination
. Invoicing (Bookkeeping) . Proofreading/editing
. Light Accounting . Research
. Typing Forms
2) Normal Turnaround Time = 24 hours $22.00 Per hour
.10 hr minimum
Initials /s/ LS
------
/s/ RJW
-------
10
Exhibit C (Continued)
---------------------
D. Clerical Service (Continued)
3) Rush Turnaround Time = 1-8 hours $44.00 Per hour
Clerical services will be billed at 200% of the normal Clerical rate .10 hr minimum
if performed before or after scheduled working hours, or requested
as a rush job
4) Notary $2.00 Per seal
.10 hr minimum
5) Patching a call through to a seven-digit number not set up with a $2.20 Per call + call
patch service
E. Concierge Services
1) Arrangement for Business Supplies, Catering, Meal order taking, etc. $22.00 Per hour
.10 hr minimum
F. Conference Rooms
1) Rental
. Full-Time Tenants Included up to 12 Hours
. Hourly $25.00 Per Hour
. Daily (1 to 12 people) $150.00 Per Day
2) Seminar Room (allowance at twice the time)
. Full-Time Tenants Included accumulated with
Conference Room rental
. Hourly $50.00 Per Hour
. Daily (up to 40 people) $300.00 Per Day
3) Cancellation, if not within 24 hours for conference room. Billable at 50%
of time reserved
4) Set-up/clean-up after Tenant in conference room $22.00 Per Hour
.10 hr minimum
Clerical rate
G. Directory Listing -- Building Lobby
1) Full-time/Flex time Tenant Included
2) Additional Listings $40.00 Per line
one time charge
H. Furniture
1) Moves/adds/changes including administrative coordination and $25.00 Per piece
moving of furniture places
2) Standard Furniture Set $50.00 Month/set
3) Additional Furniture Rental - Various Pieces Varies based on
Piece Requested
I. Kitchen Facilities
(Coffee, tea, etc)
1) Tenants/Clients per cup service $20.00 Month/Per Person
2) Pots for Conference Room - Set-up $22.00 Per hour
Actual time
Clerical rate
J. Mail Services
1) Deliver parcel to Tenants office. All parcels are called to $22.00 Per hour
tenant. If not picked up by 5:00pm. we will deliver to office. .10 hr minimum
Initials /s/ RJW
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/s/ LS
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11
Exhibit C (Continued)
--------------------
J. Mail Services
2) Prepare Certified, Express, or Courier $22.00 Per hour
.10 hr minimum
3) Check mailbox/review mail by phone $22.00 Per hour
.10 hr minimum
4) Prepare packages, such as label/wrap $22.00 Per hour
.10 hr minimum + supplies
5) Trace Shipments (Fed Ex, UPS, etc.) $2.20 Per call+call
6) Mass mailings (folding, stuffing, posting, etc.) Varies Upon size of mailing
K. Message Handling
1) Message taking for visitors or conference room use $22.00 Per hour
.10 hr minimum
2) Tenant advertisements - recording messages $22.00 Per hour
.10 hr minimum
3) Relaying Tenant voice mail messages over the phone $22.00 Per hour
.10 hr minimum
L. Office Supplies
1) Minimum supplies are available on site through ALLIANCE or Cost + 20%
may be ordered (See a clerical assistant for requests)
2) Weekly orders may be placed directly for tenant $22.00 Per hour
.10 hr minimum
M. Parking
1) Surface By Time
2) Covered Parking Garage $100.00/month
N. Postage Fees
(Landlord shall serve as postal agent to all tenants and clients.)
1) U.S. Mail/UPS
. 25 pieces Complimentary Per day
. Additional (after 25 pieces) $2.20 Per 25 pieces+cost
2) Courier Service Cost+20%
3) Federal Express Standard Rates
O. Production & Copying
(a medium volume copy machine is available for Tenants)
1) Binding, copying & transparencies (production time only) $22.00 Per hour
.10 hr minimum + supplies
2) Photocopies
. up to 1000 $0.15 Each
. Production rate (after 1000) $0.10 Each
3) Binding (includes spine, cover & backing) $3.50 Each
Initials /s/ RJW
-------
/s/ LS
------
12
Exhibit C (Continued)
---------------------
P. Telecommunications
1) Standard Phone Equipment $95.00 Per Set, Per Month
(Installation fee and set up not included)
. Phone with built in Speaker phone,
. DID Phone Number with 2 roll over lines
. 1 line Directory Listing
. Other basic features of telephone system.
2) Phone/ Fax or Data Line Installation $130.00 Per line
3) Fax or Data Line (Additional recurring charge each month) $40.00 Per line, Per month
4) Splitting a phone number for additional voice mail boxes $10.00 Per box, Per month
5) Voice mail; adding another personal box $10.00 Per box, Per month
$25.00 Per box, installation
6) Programming voice mail to pager $25.00 Programming fee,
Per pager
7) Paging
. Voice Mail Paging(Available 7/1/97) $10.00 Per pager
Per Month + call transfer fee
. Paging on Demand $2.20 Per Page
8) Call Patching set up fee $25.00 Per number
(one time charge)
9) Call Patching
. Up to 40 Patches $25.00 Per Month + call transfer fee
(based on distance of call)
. Additional Patches (after 40) $0.50 Per Patch and Call transfer
fee
. On Demand $2.20 Per Patch
10) Reconnect fee (after termination of service) $130.00 Per Phone or Data Line
Q. Telecopy/Fax - Plain paper fax available
(clerical charges may be incurred for faxes sent after normal
business hours)
1) Outgoing $2.00 Per Page + Call
2) Incoming $0.50 Per Page
R. Word Processing / Graphics*
1) Standard Word Processing Rate $2.60 Per .10 hr
Word Processing Services billed in 6 minute increments
2) Normal Turnaround Time = 24 hours $26.00 Per hour
.3 hr Minimum/Page
3) Rush Turnaround Time = 1-5 hours $52.00 Per hour
The clerical services below will be billed at 200% of the normal .3 hr Minimum/Page
Clerical rate if performed before or after scheduled working
hours, or requested as a rush job
4) Resumes:
Typing Only
. 1st Page $40.00 1st Page Only
. Each Additional Page $20.00 Per Page
Resume Writing Consultation Services $45.00 Per Hour
Initials /s/ RJW
-------
/s/ LS
13
Exhibit C (Continued)
---------------------
R. Word Processing / Graphics (Continued)
Resumes supplied on diskette provided by Landlord $10.00 Per Disk
5) Letters typed for outside Tenants $9.00 Per Page
(including cover letters for resumes)
6) Letters, memos, proposals $7.80 Per Page
7) Tables, charts $35.00 Per Hour
to $80.00 .3 hr Minimum
8) Company Flyers, Pamphlets, Brochures Varies Scope of Project
9) Technical Design Varies Scope of Project
10) Flow Charts Varies Scope of Project
11) Logo Design Varies Scope of Project
12) Business Cards Varies Scope of Project
(consultation with Tenant and includes 5 designs-does not
include printshop charges)
13) Letterhead and/or envelope design Varies Scope of Project
(consultation with Tenant and includes 5 designs--does not
include printshop charges)
14) Spreadsheets $35.00-80.00 Scope of Project
15) Technical Assistance $ 65.00 Per Hour
S. Flex Time Program
1) Telephone Answering Only $ 85.00 Per Month
2) Mail Service Only $ 50.00 Per Month
3) Flex Program - Basic - No Conference Room $ 125.00 Per Month
4) Flex Program - Plus - 6 Hrs. Conf. Room $ 175.00 Per Month
5) Flex Program - Premier - 12 Hrs. Conf. Room $ 225.00 Per Month
6) Flex Program - Executive - 20 Hrs. Conf. Room $ 350.00 Per Month
*Landlord shall xxxx in accordance with Industry Production Standards (IPS),
published by the National Association of Secretarial Services and the Executive
Suite Association. IPS are use for computing the time charged for document
production and non-keyboarding services. IPS are based on the average time
required to perform specific duties by a professional word processing operator.
This allows the Tenant to know how much a project will cost regardless of how
long it takes to complete it.
Initials /s/ RJW
-------
/s/ LS
------
14
[LETTERHEAD OF ALLIANCE BUSINESS CENTERS] LEASE AND SERVICE AGREEMENT
SECOND OFFICE RIDER
RE: Lease and Service Agreement between ALLIANCE, 2 Wisconsin Inc., and
U.S. Digital, Inc., ("Agreement").
DATE: July 27, 1998
CENTER: 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000
Paragraph "1b" of the Agreement is hereby modified as follows:
In place and instead of facility office space number #726 A/B, #727/28 and #750,
Lessee shall now occupy facility office space number #721, #722, #725, #726 A/B,
#727/28. Lessee hereby agrees and understands that it no longer has a right to
use and occupy facility office space #750.
In modifying Paragraph "4a", of the Agreement, Lessee shall pay Lessor as rent
for the Premises a total rental of $39,180.00, payable in equal monthly
installments of $7836.00 Lessee shall pay Lessor all start-up fee and increase
to security deposits and installation fees, prior to moving into Office #721 and
#722.
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
ALLIANCE, 0 Xxxxxxxxx Xxxxxx, Inc. U.S. Digital, Inc.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- ---------------------
Date: 7/27/98 Title: Chairman
-------------------------- ------------------
Date: July 27, 1998
-------------------
New Recurring Charges: (As of August 3, 1998)
Office #721 $1395.00
Office #722 $950.00
Office #725 $850.00
Office #726 A/B $1782.00
Office #727/28 $2559.00
Furniture Rental (#721) $50.00
Furniture Rental (#722) $50.00
Furniture Rental (#725) $50.00
Furniture Rental (#726) $100.00
Furniture Rental (#727/28) $50.00
Telephone Equipment (7 sets) $665.00
Modem/Fax Lines (5) $200.00
Coffee Service $40.00
Total Monthly Recurring: $8741.00
Start-up Fees Due for Offices #721 & #722:
August Rent: $2345.00
August Furniture $100.00
August Telephones (2) $190.00
Telephone Line Installation $300.00
Office Set-up Fee $300.00
Security Deposit Increase $2445.00
Total Due at Signing: $5680.00*
*Fees due are in addition to invoice dated July 20, 1998.
Chevy Chase, MD
Wisconsin Circle . Xxxxx 000 . Xxxxx Xxxxx, XX 00000 . Phone: 000.000.0000
[FLOOR PLAN OF WISCONSIN CIRCLE IN CHEVY CHASE, MD]
notes
[LOGO OF ALLIANCE BUSINESS CENTERS]
[LOGO OF ALLIANCE BUSINESS CENTERS]
Lease and Service Agreement
Office Rider #3
RE: Lease and Service Agreement between ALLIANCE, 2 Wisconsin, Inc., and
Affiliate Enterprises ("Agreement"), dated November 14, 1997.
DATE: June 4, 1998
CENTER: 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000
Lessee shall be changed and named U.S. Digital, Inc.
Paragraph "1b" of the Agreement is hereby modified as follows:
In place and instead of facility office space numbers #726A/B, #727/28, as of
June 5, 1998, Lessee shall now occupy facility office space numbers #726 A/B,
#727/28 and #750. Lessee hereby agrees and understands that as of August 1,
1998, the occupant in Office #750 will be relocated to Office #725, at Lessees'
expense.
In modifying Paragraph "4a" of the Agreement, Lessee shall pay Lessor as rent
for the Premises a total rental of $37,737.00, payable in equal monthly
installments of $5391.00.
Lessee shall pay start up charges of $2055.11, for Office #750, prior to move
in. Charges to include, Office #750 rental (June 5-30, 1998), furniture rental,
telephone line/equipment rental, telephone/line installation (1 set),
administrative set up fees and state tax. (see attached)
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
ALLIANCE, 2 Wisconsin, Inc. U.S. Digital, Inc.
By: By: /s/ Xxxxxx X. Xxxxxxx
------------------------ ---------------------
Date: Title: CEO Chairman
---------------------- ------------------
Date: June 8, 1998
-------------------
Office #750 New Recurring Items:
Effective June 5, 1998:
Office #750 Rental: $850.00
Furniture Rental: $50.00
Telephone Set Rental: $95.00
Total: $995.00
Start-up Charges:
Office Rental (June 5-30, 1998) $736.67
Furniture Rental (prorated) $43.33
Telephone Rental (prorated) $82.33
Installation Charges $130.00
Office Set-up $150.00
Security Deposit Increase $900.00
State Tax $12.78
Total Due: $2055.11
[FLOOR PLAN]
Notes:
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