EXHIBIT 10.14
OFFICE STAFF AND EQUIPMENT SERVICE AGREEMENT
THIS AGREEMENT, dated as of _______________, 1996, is entered into by
and between GOLDEN BEAR INTERNATIONAL, INC. ("GBI"), a Florida corporation,
having its principal place of business at 00000 X.X. Xxxxxxx Xxx, Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000, and GOLDEN BEAR GOLF, INC. ("Golden Bear"), a Florida
corporation having its principal place of business at 00000 X.X. Xxxxxxx Xxx,
Xxxxx Xxxx Xxxxx, Xxxxxxx 00000, and sets forth the agreements and
understandings of the parties as follows:
SECTION 1: SUBJECT MATTER OF AGREEMENT
1.1 USE OF OFFICE SPACE. Prior to the date of this Agreement, the
businesses operated by the parties to this Agreement were operated by GBI as a
single entity out of the headquarters of GBI located on the third, fourth and
fifth floors of that office building known as Three Golden Bear Plaza, at the
street address set forth above (the "Premises"). By separate Sublease Agreement
of even date herewith, GBI has agreed to grant to Golden Bear the right to use a
portion of the Premises for Golden Bear's main corporate headquarters, including
certain space allocated for the sole and exclusive use of Golden Bear (the "GB
Space") and other common tenant areas to be shared by the parties as more
particularly described in the Sublease Agreement (the "Common Areas"). In order
to better facilitate the use of the Premises by the parties under the Sublease
Agreement, and to provide for the sharing of office and business services and
equipment formerly provided by GBI which would be inconvenient or wasteful for
the parties to duplicate, GBI and GB have agreed to enter into the arrangements
described below in connection with their respective business operations at the
Premises.
1.2 USE OF COMMON AREAS AND FACILITIES. In conjunction with the
Sublease Agreement, GBI has authorized Golden Bear to make non-exclusive use of
the Common Areas, subject to the requirement that the parties mutually cooperate
in the scheduling and use of the Common Areas in order to satisfy both parties'
business objectives and needs. GBI agrees that the following Common Areas shall
be open at all reasonable times to use by the staff, business invitees, and
guests of both parties, and that GBI shall not interfere with ingress and egress
to the common areas by Golden Bear and such persons: main reception area (during
normal business hours), entry ways and hallways, kitchens and break rooms, and
rest rooms. The remaining Common Areas, consisting of those conference and
meeting rooms identified in Exhibit "A" annexed hereto, shall be available to
the parties by prior reservation with the parties designated in such Exhibit, or
on a "space available" basis if no prior conflicting reservation has been made.
GBI reserves the right to limit use of meeting rooms to parties above a certain
number or to utilize other reasonable criteria mutually adopted by the parties
where necessary in order to relieve congestion or limit scheduling conflicts
between the parties.
1.3 JOINT OWNERSHIP OF PHONE EQUIPMENT. In order to minimize the
expense of separate telephone systems, the parties have agreed that they will
jointly own the
telephone system for the Premises and the necessary components thereof,
including (i) the the PBX switching unitmain switchboard, voice mail system, and
interior wiring connections in the Premises, and (ii) the office telephone
instruments, such as desk and wall phones, handsets and phone jacks. Each party
will establish its own long distance phone service and be responsible for
payment of all charges and expense in establishing and using long distance phone
service.
1.4 JOINT OWNERSHIP OF OTHER EQUIPMENT. In addition to the phone
system, the parties have agreed that they will jointly own certain office and
business equipment as more particularly described in Exhibit "B" annexed hereto,
including without limitation, central facsimile machines, photocopying machines,
and computer network. Reasonable security precautions will be developed and
mutually approved by the parties to assure that access to confidential business
data of each party is restricted to personnel directly employed by such party
and to such other parties as may be authorized by such party to have access to
such data. On or before the effective date of this Agreement, the parties will
conduct a physical inventory of all equipment to be shared by the parties and
will identify those items to be jointly owned , in which case Exhibit "B" will
be amended to reflect any additions or deletions to the equipment to be jointly
owned.
1.5 USE OF GOLDEN BEAR EMPLOYEES. In recognition of the fact that
certain headquarters staff employees formerly employed by GBI are still
necessary for the normal conduct of both parties' business operations, and to
obviate the need for GBI to incur the expense of hiring personnel who would
duplicate and conflict with the job performance of personnel permanently
transferred to Golden Bear's staff, Golden Bear shall provide to Golden Bear the
services of those employees whose job descriptions are set forth in Exhibit "C"
annexed hereto, who have been initially identified by the parties who can
effectively serve the needs of both organizations and facilitate the joint use
of the Common Areas. GBI acknowledges that it has retained in its employ all
other staff required by GBI in order to continue its business in the normal
course, that GBI will retain such additional professional and management
consulting services as it may require in connection with such business, and that
Golden Bear shall have no responsibility to provide GBI with the services of any
individual or entity except as set forth in Exhibit "C" or in another written
agreement between the parties. In the event that circumstances after the
effective date of this Agreement obviate the need to share the services of any
identified service require the parties to share use of other service personnel
employed by Golden Bear in order to continue their operations in the normal
course, Exhibit "C" will be amendment by a written document signed by both
parties to confirm such change.
SECTION 2: FEES AND EXPENSES
2.1 EMPLOYEE EXPENSE. As compensation to Golden Bear for the use of
those staff members identified in Exhibit "C", GBI shall pay to Golden Bear an
initial monthly fee of Twenty-Eight Thousand Seven Hundred Fifty Dollars
($28,750.00) (the "Management Fee"), which represents fifty percent (50%) of the
current costs to Golden Bear of employing the identified staff. The Management
Fee will be paid in advance,
on or before the first day of the month, and shall be nonrefundable. The parties
will review their staffing requirements under this Agreement annually during the
last thirty (30) days of Golden Bear's fiscal year and at any other time when
Exhibit "C" is amended to determine the projected staffing costs and
requirements for the coming year, at which time the Management Fee shall be
adjusted to reflect material cost increases and changes in staffing
requirements.
2.2 TELEPHONE EXPENSE. In the event any portion of the telephone system
requires repair or replacement, the parties will share equally in such cost and
any additional components purchased will be owned jointly. In addition, Golden
Bear shall pay GBI an initial monthly fee of Two Hundred Dollars ($200.00) (the
"Phone Rental"), which represents Golden Bear's pro rata share of GBI's current
costs of providing local telephone xxxxxxx.Xx addition to the Phone Rental,
Golden Bear shall be responsible for payment of any equipment costs or service
charges incurred by GBI in order to provide additional phone services to Golden
Bear (or to make changes in the phone service as currently provided to the
Premises for the benefit of Golden Bear). The Phone Rental will be paid in
advance, on or before the first day of the month, and shall be nonrefundable.
The parties will review their telephone service requirements under this
Agreement annually during the last thirty (30) days of GBI's maintenance
contract year and at any other time when changes are made in phone service to
determine the projected recurring costs of such changes, at which time the Phone
Rental shall be adjusted to reflect material cost increases and changes in
service requirements.
2.3 EQUIPMENT EXPENSE AND RIGHTS UPON SALE. If any of the items
identified on Exhibit "B" or any additional equipment jointly acquired, requires
repair or replacement, the parties will share equally in the cost of such repair
or replacement and any additional equipment purchased will be owned jointly.
Upon the sale or disposition of any Equipment, the parties will divide equally
the proceeds from any such sale of disposition. In the event of a proposed sale
or disposition, either party shall have the right to purchase such equipment at
the then current book value of such equipment on the books of the party wishing
to purchase the equipment. In purchasing any new equipment to be jointly owned,
the parties will execute such instruments and documents as necessary to reflect
joint ownership.
2.4 OTHER OFFICE EXPENSES. Each party shall be solely responsible for
the costs of acquisition, installation, supplies and maintenance for all
equipment dedicated solely for its use, and for payment of all staff not subject
to sharing under this Agreement. Except as otherwise provided in this Agreement
or in the Sublease Agreement, GBI shall be responsible for payment of the costs
of providing the Premises to the parties, including all rental and pass-through
charges imposed by the landlord. In the event of any material change in the
business of the parties which causes a material increase or decrease in its
utilization of the Premises, the parties shall have the right to renegotiate
this Agreement and the Sublease Agreement to more accurately reflect the usage
of the Premises to be made by the parties and apportion the costs to be shared
by the parties based upon such usage.
SECTION 3 - TERM AND TERMINATION
3.1 TERM OF THE AGREEMENT. The term of this Agreement shall commence on
the date hereof and shall terminate upon the expiration or earlier termination
of the Sublease Agreement, unless sooner terminated as provided in this Section
3.
3.2 TERMINATION OF AGREEMENT. Either party may terminate this Agreement
upon ninety (90) days written notice to the other of a material breach of this
Agreement, and the failure of the breaching party to cure such default. This
Agreement shall terminate in the event proceedings are instituted by either
party under any bankruptcy or insolvency law or other law for the benefit of
creditors or the relief of debtors; or involuntary bankruptcy proceedings are
commenced against either party and such proceedings result in the entry of an
order adjudicating such party as bankrupt or such proceedings are not dismissed
within one hundred eighty (180) days after the commencement thereof; or either
party shall make an assignment for the benefit of its creditors; or either party
shall be adjudicated bankrupt or insolvent, unless the other party agrees
otherwise.
3.3 DUTIES UPON TERMINATION OR EXPIRATION. Upon the termination or
expiration of this Agreement, each party shall cease making use of any shared
staff or equipment, and shall make all necessary arrangements to provide
replacement staff or equipment for its own account. All shared equipment shall
be left in place (or delivered as directed by the party owning such equipment)
in working condition, reasonable wear and tear excepted, and shall not be
removed or damaged by the party losing the right to use such equipment under
this Agreement.
SECTION 4 - RELATIONSHIP OF PARTIES
4.1 INDEPENDENT CONTRACTORS. Nothing herein is intended nor shall be
deemed to create a joint venture, partnership, or agency relationship among GBI
and Golden Bear, or to impose any liability or responsibility on either party
for the debts, losses or liabilities of the other. Neither party shall have the
power to commit the other to any matter, cause or thing whatsoever without the
prior express written consent of the party to be charged. It is understood that
each party is to perform its obligations and exercise its rights hereunder as an
independent contractor with discretion and control as to the manner and timing
of its performance.
4.2 INDEMNIFICATION; INSURANCE. Each party agrees to indemnify the
other, its directors, officers or agents, for and hold them harmless from and
against any and all obligations, losses, costs, expenses, damages, liabilities
or claims, including attorneys' fees, arising out of claims asserted by third
parties which are related in any way to the other party's business or
operations, except as otherwise provided in a written agreement between the
parties regarding specific business relationships undertaken by them. In the
event a party is joined as a defendant in any legal action instituted against
the other as a result of any matter requiring indemnity hereunder, the
indemnitor shall undertake to defend the indemnitee against any such asserted
liability and shall pay all reasonable costs or defense related thereto,
including, but not limited to, the cost and expense of independent counsel, if
any, retained by the indemnitee, and shall indemnify
and hold such parties harmless in the event of a settlement or adverse judgment
against either of them. Each party shall obtain general liability and property
and casualty insurance necessary to adequately fulfill each parties obligation
hereunder, including obligations of indemnity.
SECTION 5 - GENERAL PROVISIONS
5.1 ASSIGNMENT. Neither party may assign any of its rights under
this Agreement without the consent of the other party.
5.2 NON WAIVER. The failure of a party to demand strict performance of
or compliance with this Agreement or any provisions thereof at any time or under
any set of circumstances shall not be deemed a waiver by such party of its right
to demand such performance and compliance at any other time or under any other
circumstances. This Agreement may not be changed, modified, or terminated
orally, but only by a written instrument of change, modification, or termination
executed by the party against whom enforcement of any change, modification, or
termination is sought.
5.3 SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any particular person or circumstances shall to any
extent be invalid or unenforceable then such invalidity or unenforceability
shall not impair the remainder of this Agreement or the application of such term
or provisions to persons or circumstances other than those as to which it is
held invalid or unenforceable and each other term and provision of this
Agreement, not affected thereby, shall be valid and enforceable to the fullest
extent permitted by law.
5.4 GOVERNING LAW. All questions pertaining to the validity,
construction, execution and performance of this Agreement shall be construed in
accordance with and governed by the internal laws of the State of Florida
without regard to principles of conflicts of law which might otherwise be
applied.
5.5 NOTICES. All notices given or made under or pursuant to this
Agreement shall be in writing and delivered or sent to the address shown in the
first page hereof or to such other address or facsimile number as the recipient
may have notified the sender and shall be deemed to be duly given or made: (a)
if by letter, three (3) days after posting, and in proving the same it shall be
sufficient to show that the envelope containing the same was duly addressed,
stamped, and posted by certified mail; or (b) If by hand, when delivered to the
attention of the Chief Executive Officer of the recipient at the Premises.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first set forth above.
GOLDEN BEAR INTERNATIONAL, INC. GOLDEN BEAR GOLF, INC.
By:__________________________ BY:
Name. Name:
Title: Title:
EXHIBIT "A"
COMMON AREAS
EXHIBIT "B"
JOINTLY OWNED OFFICE AND BUSINESS EQUIPMENT
EXHIBIT "C"
EMPLOYEE JOB DESCRIPTIONS
