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Exhibit 10.16
CALIFORNIA
OFFICE LEASE AND SERVICE AGREEMENT
THIS LEASE, dated, for reference purposes only, AUGUST 28, 1995 by and between
Federal Deposit Insurance Corporation Receiver for Merchants Bank dba:
California Workspace, hereinafter called "Lessor" and HANOVER CAPITOL PARTNERS
LTD., hereinafter called "Lessee".
WlTNESSETH
That for and in consideration of the payment of the rent and the performance of
the covenants contained herein on the part of Lessee in the manner herein
specified. Lessor does hereby demise to Lessee, and Lessee leases from Lessor,
the premises, hereinafter called the "premises" shown outlined in red on the
attached plans marked Exhibit "B", hereinafter referred to as the "building",
commonly known as 0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX. 00000.
That the terms of this lease shall be for a ONE YEAR term, commencing on the
11TH day of SEPTEMBER, 1995, and ending on the 10TH day of SEPTEMBER, 1996. That
Lessee shall pay to Lessor as rental for the premises the sum of FIVE HUNDRED
SIXTY-FIVE Dollars ($565.00) per month. Said rent shall be payable monthly in
advance on the first day of each month in lawful money of the United States. If
the term shall not commence on the first day of the month, rental for the first
fractional month shall be prorated and shall be payable together with the first
full month's rental. Said rent shall be payable at the office of Lessor in the
manager's office or to any agent designated by Lessor, without any deduction or
offset and without any notice or demand. Lessee shall pay a late charge of five
(5%) percent of any amount that is due hereunder and has not been paid to Lessor
within five (5) days after such amount has become due to Lessor. Lessor and
Lessee agree that such late charges are fair and reasonable compensation for
costs incurred by Lessor in the event of a default in payment of rent due under
this lease. Such costs are extremely difficult to estimate and ascertain, but
such costs include processing and accounting charges. Notwithstanding payment of
such late charge, Lessee shall not be excused from any default. No waiver of any
future default of Lessee shall act as a waiver of any future default of Lessee.
The failure under the terms of this lease shall not act as waiver of any
existing or future default of Lessee hereunder.
IT IS FURTHER MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Lessee agrees to pay the rent as herein stipulated promptly at
the times and manner herein specified.
2. If Lessor is unable to deliver possession of the premises at the
time herein agreed, Lessor shall not be liable for any damage
caused thereby nor shall this lease be void or voidable, but
Lessee shall not be liable for any rent until such time as Lessor
can deliver possession.
3. Provided Lessee shall not be in default hereunder, Lessor agrees
to furnish in reasonable quantities and during reasonable hours
to be determined by Lessor of generally recognized business days
and subject to the Rules and Regulations of the building,
electric current for lighting and normal office use only, common
restroom facilities with hot and cold water, and heating and/or
air conditioning. Lessor shall not be liable for any damage or
failure to furnish such services as specified above if such
failure is caused by breakage, repairs, strikes, lockouts,
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or by any other cause, similar or dissimilar, beyond the
reasonable control of Lessor; nor shall Lessor be liable under
any circumstances for loss or injury to persons or property,
however, occurring, through or in connection with or incidental
to the furnishing of any of the foregoing or any other service
including those referred to in Paragraph 6 hereof by Lessor to
Lessee; nor shall any such failure relieve Lessee from the duty
to pay the full amount of rent herein reserved or constitute or
be construed as constructive or other eviction of Lessee.
4. Lessee shall not vacate or abandon the demised premises at any
time during the term hereof; and, if Lessee shall abandon, vacate
or surrender said premises, or be dispossessed by the process of
law, or otherwise, any personal property belonging to Lessee and
left on said premises shall be deemed to be abandoned at the
option of Lessor, or Lessor may store the same in the name and at
the cost and without notice to Lessee.
5. Should Lessee hold over the term hereby created with the consent
of Lessor, the term of this lease shall be deemed to be and be
extended at the rental herein above provided and otherwise
continue upon the covenants and conditions set forth in this
lease until either party hereto serviced upon the other thirty
(30) days written notice of termination, reciting therein the
effective date of cancellation. Upon said cancellation date this
lease, as so extended, shall terminate and if the termination
occurs at other than the last day of any rental month, then any
unearned, prepaid rental shall, following the surrender of the
demised premises by Lessee, be refunded to it.
6. As long as this lease remains in effect and provided Lessee is
not in default hereunder, Lessor agrees to provide reception,
telephone answering and announcing services.
All charges for the services described herein shall be listed in
the Lessor's current published price schedule unless specifically
mentioned above.
a) Telephone Secretary 100 messages per month free, $.40
per message thereafter
b) Telephone 1 unit at $ Free per month
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NOTE: Any allowance listed in this Paragraph 6 not utilized
in one month may not be carried forward for use in
succeeding months.
7. Lessee will not alter, damage or deface the walls, floors,
ceilings, or any other part of the premises, or drill holes for
the hanging of pictures, or make or suffer to be made any waste
or unlawful, improper or offensive use of the said premises,
obstruct hallways and other common areas, or commit any act which
may alter or damage the structural parts of the building or
disturb the quiet enjoyment of any other tenant in the building.
Lessee further agrees to provide, at Lessee's expenses, plastic
chair mats of the type normally used to protect carpet under
movable desks and chairs and to use said chair mats at all times;
damage to carpeting resulting from failure to use said chair mats
shall not be considered normal wear and tear, and Lessee shall be
responsible for such damages up to and including the cost of
replacement of the entire carpet in the
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demised premises. Upon termination or expiration of this lease,
Lessee agrees to return possession of the premises to Lessor in
as good a condition as the premises were in at the commencement
of the term of this lease, normal wear and tear excepted.
8. Lessor shall have the right at all times to enter the premises to
inspect the same and to make such repairs and alterations as
Lessor shall see fit, or (within thirty days prior to termination
of the lease) to show the leased premises to prospective tenants
in a manner so as not to unreasonably disturb Lessee.
9. In the event one party hereto should institute any suit against
the other party for the violation of any of the covenants or
conditions of this lease or for the recovery of the possession of
the demised premises, or should intervene in any action or
proceeding wherein such other party is a party in order to
enforce or protect the intervening party's interest or rights
hereunder, the unsuccessful party agrees to pay unto the
successful party reasonable attorney's fees and costs of suite to
be determined by the court.
10. Neither Lessee nor anyone claiming by, through or under Lessee
shall mortgage or assign this lease or sublet the premises or any
part thereof or permit the use of the premises by any person
other than the Lessee without prior written consent of Lessor,
said consent not to be unreasonably withheld.
11. The Policy Booklet for the building attached hereto as Exhibit
"A" are expressly made a part of this lease by reference, and
Lessee hereby expressly approves, adopts and agrees to abide by
the said Policy Booklet, as well as such reasonable modifications
thereof given by Lessor. Lessor shall have no responsibility to
Lessee for the violation or non-performance by any other tenant
of said building of any of the said Policies.
12. All notices by Lessor to Lessee, or by Lessee to Lessor, shall be
in writing. Notices to Lessee/Lessor shall be deemed to be duly
given if mailed by registered mail, postage prepaid, to the
addresses listed below:
LESSOR: Federal Deposit Insurance
Corporation Receiver for
Merchants Bank
dba: California Workspace
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
LESSEE: Hanover Capitol Partners Ltd.
00 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
13. All terms, covenants and conditions of this lease shall inure to
the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of Lessor and (subject to
the restrictions on assignment herein contained) the heirs,
personal representatives, successors and assigns of Lessee to the
same extend as said terms, covenants and conditions inure to
the benefit of and are binding upon
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Lessor and Lessee respectively.
14. Upon the execution of this lease, Lessee has deposited with
Lessor or its agent FIVE HUNDRED SIXTY-FIVE Dollars ($565.00)
(receipt of which is hereby acknowledged by Lessor) as security
for the full and faithful performance of each and every term,
condition, covenant and provision of this lease on Lessee's part
to be performed. In the event Lessee defaults in the performance
of any of the terms hereof, or abandons the premises, Lessor may
use, apply or retain the whole, or any part, of such security for
the payment of any rent or any other payment to be made by Lessee
hereunder which is in default, for the payment or reimbursement
of any other sum which Lessor may spend or be required to spend
by reason of Lessee's default, or as compensation for other
reasonable damages suffered by Lessor on account of Lessee's
default, including reasonable attorney's fees. If Lessee shall,
at the end of the term hereof, have fully and faithfully complied
with all of the terms and provisions of this lease (but not
otherwise) the security, or balance thereof, shall then be
returned to Lessee. Lessee shall not be entitled to interest on
any such security deposit.
15. Time shall be of the essence of this lease and all of the terms
and covenants hereof are conditions, and upon the breach of
Lessee of any of the same Lessor may, at its option, terminate
this lease, in which event Lessor shall have the immediate right
of re-entry and may remove all persons and property from the
premises.
16. The failure of Lessee to make payment of any rent or other
payment of any kind hereunder to Lessor when due, or the failure
of Lessee to timely and faithfully perform any of its duties,
covenants or other obligations of any kind under the lease, shall
constitute a default hereunder by Lessee.
17. Lessee acknowledges that Lessor will answer all incoming phone
calls during normal business hours or regular business days.
Therefore, Lessee agrees that no ringing devices (bells) are
required on Lessee's phones during such hours to indicate
incoming calls. Lessee shall install or shall permit Lessor to
install, such switches at Lessee's expense as are necessary, so
that any ringing devices for indicating incoming calls may be
turned off. Lessee further agrees to keep said ringing devices
turned off during the hours when Lessor's employees are available
to answer Lessee's calls.
18. If Lessee is a Corporation, Partnership, Trust or other entity
not a natural person, then and in that event, the undersigned
individuals executing this Lease on behalf of said Corporation,
Partnership, Trust or other entity hereby represent and covenant
that they have been duly authorized and empowered to execute this
Lease on behalf of said organization.
19. As a material consideration for Lessor's execution of this Lease,
all terms and conditions of this Lease including but not limited
to the performance by Lessee of the covenants relating to the
payment of rent and services, shall be individually guaranteed by
the persons whose names and signatures are set forth below.
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LESSOR: Federal Deposit Insurance
Corporation Receiver for
Merchants Bank
dba: California Suites
BY:
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TITLE:
DATE:
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LESSEE: Hanover Capitol Partners Ltd.
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BY: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
TITLE:
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President
DATE: 8/29/95
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POLICY BOOKLET
Welcome to CALIFORNIA SUITES. We would like to take this opportunity to advise
you of our policies and provide you with some basic information. If you should
have any questions or suggestions, please let us know. We are here to provide
you and your clients with the finest service possible.
RECEPTIONIST
The receptionist is on duty Monday through Friday, 8:00 a.m. to 5:30 p.m. When
the receptionist answers your telephone and takes a message because you are not
available or not in, a message unit is recorded. Please assist the receptionist
by informing her when you leave your office, and when you expect to return. This
not only applies when you are leaving several hours, but also when you step out
for a few moments.
SECRETARIAL SERVICES
If you are in need of secretarial services, it is necessary to fill out a
Secretarial Instruction Sheet. These sheets can be obtained from the Secretary.
There are many different sections on the instruction sheet, and it is necessary
that the appropriate areas be filled out in detail. The completed sheet, along
with the attachment, should be given to the Secretary. If the job is a RUSH,
please state this when filling out the form. It is also good practice to bring
RUSH projects to our attention. The turnaround time for secretarial and word
processing work depends on the daily work load, but not any longer than 24
hours. Please reference your Services Price sheet for individual costs.
MAIL SERVICE
Generally, incoming mail is delivered between 11:00 a.m. and 2:00 p.m., Monday
through Friday. Outgoing mail should be placed in the designated box in the
receptionist area BEFORE 4:00 P.M. Please xxxx your mail so we can record
postage to your account. All mail for the day is taken out each evening and
deposited in a local mail box. If you have mass mailings, please notify us in
advance. Federal Express and UPS Next Day mail, if received before 4:00 p.m.,
will be delivered to appropriate boxes. Federal Express and UPS boxes are
located outside the leasing office for your convenience.
EXHIBIT "A"
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PHOTOCOPYING
Two photocopy machines are available for your use on a 24 hour basis. When you
wish to make photocopies, please use the code which was assigned to you.
Photocopies used will appear on your monthly billing statement.
FACSIMILES
If you are in need of a facsimile machine, our Secretary is available to receive
and/or transmit your documents. Please reference your Services Price sheet for
individual costs.
CONFERENCE ROOMS
The Conference Rooms are available by reservation only. Reservations can be made
through the Receptionist. If you are unable to keep the reserved time, please
notify the Receptionist of the change within one hour of your schedule time and
there will be no charge. If notification regarding cancellation is not given,
you will be charged for the time you had the room reserved. Please reference
your Services Price sheet for individual costs.
DELIVERIES
Deliveries will be accepted at CALIFORNIA SUITES. If a package arrives C.O.D.,
we cannot accept it unless prior arrangements have been made. All UPS deliveries
are accepted by the Receptionist and a note will be placed in your box to inform
you that something has arrived for your office.
KITCHEN FACILITIES
CALIFORNIA SUITES offers you many kitchen facilities to use on a daily basis
- 24 hours a day. We have a refrigerator, stove, micro-wave oven, dishwasher and
coffee service available. We ask that you keep the kitchen area neat and clean,
and not to use anything in the refrigerator that has not been placed there by
you or your staff. Also, at the end of every week, the refrigerator is cleaned.
If you have anything perishable in the refrigerator at that time, please
remove it.
SMOKING POLICIES
It is the policy of CALIFORNIA SUITES to offer a clean smoke free environment.
We have established a NO SMOKING rule throughout the premises. Ash trays have
been provided outside the suites and are available to those who wish to use
them.
EXHIBIT "A"
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JANITORIAL SERVICE
Your office is cleaned on a daily basis Sunday through Thursday in the evenings.
If any problems should occur in this regard, please notify the Property Manager.
PARKING
There is ample parking in front of the building for both tenants and visitors.
It is important that all vehicles be parked facing into the parking space. This
prevents damage to the plants and grass areas. We suggest that as a tenant you
park on the west side of the parking lot, and leave the spaces in front for your
visitors.
MONTHLY STATEMENTS
The monthly billing statements are issued the first of each month. The statement
will reflect charges which have accumulated over the month. The rental charge
for your office is shown on the statement for the coming month and the charge
for services are shown for the previous month. Payment is due by the 10th of the
month. If not received by that date, a late charge of 5% of the past due
balance will be added to the balance. A $10.00 charge will be added for all
returned checks.
OFFICE SERVICES
We would like to remind you of the many services that are offered at CALIFORNIA
SUITES:
RECEPTIONIST
PERSONAL SECRETARY
MAIL SERVICE
TWO FULLY-EQUIPPED CONFERENCE ROOMS
PHOTOCOPYING
FACSIMILE MACHINE
LAUNDRY SERVICE
EXHIBIT "A"
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EXECUTIVE SERVICES
PRICE SHEET
ADMINISTRATIVE/SUPPORT SERVICES
- Production Work $20.00/hour
- Wordprocessing $25.00/hour
- Personal Secretarial Services $35.00/hour
(includes light bookkeeping services)
- Rush orders (4 hour turnaround) + 35%
(24 hour turnaround: billed in 15 minute increments)
EQUIPMENT/OTHER SERVICES
- Messages (first 100 free) $.40 each
- Photocopies (1-300) $.13 copy
(300 +) $.10 copy
- Postage Cost + 20%
- Facsimile (per individual transmission)
Incoming - (1 - 5 pages) (Sender) $1.75/page
(6 + pages) $ .50/page
Outgoing (1 - 5 pages) (Receiver) $2.00/page
(6 + pages) $ .50/page
- Personal Coffee Service By Quotation
- Local/Overnight Delivery Service Cost + 20%
- Transportation Service $10/hour + $.25/ml.
- Part-time Office or Large Conf. Room $15.00/hour
$40.00/half day
$60.00/full day
- Small Conference Room No Charge
- Catering for meetings/training sessions By Quotation
- Plant & Flower Service By Quotation
- Furniture Rental By Quotation
- Office Supplies Cost + 20%
OFFICE DEPOSITS/MISCELLANEOUS
- Office deposit = one month rent
- Telephone set rental $40.00/month
- Telephone/Fax installation $70.00/hour
Effective July 1, 1994
EXHIBIT "A"
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[GRAPHIC: CALIFORNIA SUITES]
EXHIBIT "B"