EXHIBIT 10.6.3
OVERHEAD SERVICE AGREEMENT
THIS AGREEMENT ("Agreement") entered into between Rushmore Capital Corporation,
a Texas Corporation, and Rushmore Securities Corporation ("RSC") , a Texas
Corporation , as follows:
WITNESSETH:
WHEREAS, RSC has requested and Rushmore Capital Corporation has agreed to make
available certain facilities and provide for performance of certain services for
RSC for consideration upon the terms and conditions herein set forth:
NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, Rushmore Capital Corporation and RSC agree as
follows:
1. PERSONAL PROPERTY. At all times during the term of this Agreement,
Rushmore Capital Corporation agrees to provide and make available for use by RSC
at the leased premises referred to in Section 3 hereof those certain desks,
tables, chairs, typewriters, copying machines, dictating machines, and all other
items of personal property required to conduct business on a daily basis (herein
collectively called "Personal Property") Rushmore Capital Corporation agrees to
undertake to perform and bear all costs relating to periodic maintenance and
repairs for Personal Property in order that same shall at all times be in good
operating condition and repair and suitable and adequate for the purpose
intended. RSC agrees to utilize the Personal Property in the proper manner and
for the purpose intended, and promptly to notify Rushmore Capital Corporation of
any defect or malfunction in which event Rushmore Capital Corporation agrees
promptly to undertake to provide and diligently pursue effecting any needed
repairs or replacement of the Personal Property.
2. STAFF. At all times during the term of this Agreement, Rushmore Capital
Corporation shall provide RSC personnel to perform services as receptionists,
telephone answering, stenographic, secretarial, accounting and bookkeeping and
such other support services as customarily are required in the conduct of
securities and investment business as RSC may require.
3. OFFICE SPACE. At all times during the term of this Agreement, Rushmore
Capital Corporation shall make available to RSC by means of assignment,
subletting or such other means as Rushmore Capital Corporation shall select, the
leased premises commonly designated as ("Premises") such utilization by RSC to
be upon and subject to the terms and conditions set forth in that certain Lease
Agreement executed ("Lease") between Rushmore Capital Corporation and the
therein stated Landlord, EXCEPT ONLY as such terms and conditions may be altered
or amended by the terms and conditions of this Agreement. Rushmore Capital
Corporation and RSC further agree as follows:
a. Rushmore Capital Corporation agrees to be solely responsible for
obligations of the lessee as set forth in the Lease with regard to repairs and
maintenance of the Premises as may be necessary at any time or from time to time
during the term of this Agreement, except only for any such repairs which may be
due to the negligence or willful misconduct of RSC or any of its partners,
employees or agents.
b. Rushmore Capital Corporation and RSC acknowledge and agree that, if
required by the Lease, Rushmore Capital Corporation's making the Premises
available to RSC as herein set forth shall be subject to, and require consent
and approval of Landlord, and Rushmore Capital Corporation and RSC covenant and
agree promptly to request and to use their best efforts to obtain such consent
(provided, however that such consent shall not be subject to any conditions or
limitations imposed by Landlord not acceptable to Rushmore Capital Corporation
or RSC.).
4. GENERAL AND ADMINISTRATIVE EXPENSES: Commencing on February, 1, 1996,
Rushmore Capital Corporation shall incur the following general and
administrative expenses for the benefit of RSC.
Rent
Payroll
Office Supplies
Equipment and Servicing and Maintenance
Postage
Depreciation on Furniture, Equipment & Capital Leases
Office Utilities
Other Miscellaneous Expenses
5. TERM: This Agreement shall be for a term of one year commencing on the
effective date hereof and shall thereafter be automatically renew on a year-to-
year basis unless and until terminated by Rushmore Capital Corporation or RSC on
written notice given not less than thirty (30) days prior to expiration of an
annual term hereof.
6. COMPENSATION: RSC agrees to pay to Rushmore Capital Corporation as
mutually agreed, in December of each year, for the use of the Personal Property,
services provided, general and administrative expenses incurred, and for the use
and occupancy of the Premises, pursuant to Sections 1, 2, 3, and 4 as an
overhead reimbursement expense.
This amount may be increased to reflect Rushmore Capital Corporation's pro-rata
share of all escalations in such rental or of the pass-through by Landlord of
increases in utility costs, taxes, and like, all determined as provided in the
Lease. Rushmore Capital Corporation and RSC may re-determine giving due
consideration to any expansion or adjustment of the service or any change in the
Personal Property provided hereunder and to Rushmore Capital Corporation's
actual experience in fulfilling its obligations hereunder. This payment shall,
unless otherwise expressly stated, be made in cash on the last day of December
in each calendar year during the term of this Agreement. All past-due sums shall
bear interest at 10% (ten percent) from due date until paid.
7. NOTICES: Any notices permitted or required under the terms of this
Agreement shall be in writing and shall be deemed duly given if personally
delivered or mailed, United States Mail, first class, certified or registered,
return receipt requested, postage prepaid, addressed to their parties at their
address as any party may hereafter communicate to the other by notice as
hereafter communicate to the other by notice as herein provided.
8. MISCELLANEOUS: This represents the entire agreement between Rushmore
Capital Corporation and RSC regarding the subject matter hereof and supersedes
all prior agreements and understandings between the parties. This Agreement may
not be amended except by an instrument in writing executed by the party against
whom any such amendment or modification is sought to be enforced. This
Agreement shall be governed and construed in accordance with the laws of the
State of Texas.
WITNESS THE EXECUTION of this Agreement March 19, 1996 and EFFECTIVE FOR ALL
PURPOSES AS OF February 1, 1996.
Rushmore Securities Corporation
Rushmore Capital Corporation
By: /s/ Xxx X. Xxxxx By: /s/ X. X. Xxxxx, Xx.
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President President
