INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC.
LEASE AGREEMENT
INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC., a Washington corporation
("Landlord"), operates a suite of executive offices located at 000 Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx, 00000. GLOBAL BUSINESS INFORMATION
DIRECTORY, INC. ("Tenant") desires to lease a suite at Landlord's executive
offices. Landlord and Tenant enter this Lease Agreement ("Lease"),
containing the following terms and conditions, and agree that the Lease
constitutes a legally binding contract.
TERMS AND CONDITIONS
1. THE PREMISES
Landlord rents to Tenant the space identified in Schedule "A" to the Lease
("premises").
2. LEASE TERM
The lease term starts on April 15, 1999, and continues for six (6) months
until October 31, 1999. The Lease will automatically renew at the end of
this initial term unless either Tenant or Landlord delivers a written notice
of termination to the other party by August 31, 1999. Any renewed lease
shall contain the same terms and conditions as the present lease, except
that the base rent shall be the market rate charged by the Landlord at the
time of lease renewal.
3. BASE RENT
The monthly base rental rate ("base rent") shall be Seven Hundred Twenty
Five and No/100 Dollars ($725.00). Base rent includes the amenities and
services specified as "included" in Schedule "C" to the Lease. If requested
by Tenant, Landlord will provide any of the additional monthly services
identified in Schedule "C" at the current rates.
4. BUILDING OPERATING COSTS
Tenant agrees to pay their proportionate share of any increase in the
building operating costs over the base year 1999 as determined by the
building owners. The amount of any increase will be payable on a monthly
basis separate from the base rent.
5. PAYMENT AND LATE CHARGES
Base rent, fixed charges, services and variable costs are due and payable on
or before the first day of each month ("monthly payments"). Tenant agrees to
pay a late charge equal to ten percent (10%) of the monthly payment if
Landlord does not receive the monthly payment on or before the fifth (5th)
day of the month in which it is due. Interest on overdue accounts will be
charged at the rate of 18% per annum. Tenant agrees to be liable as the
maker on all checks tendered on their behalf to Landlord. If any check
tendered on Tenant's behalf is returned for insufficient funds, uncollected
funds or stopped payment, Tenant agrees to pay a fifty dollar ($50.00)
service charge to Landlord, plus any accrued interest or late charges.
6. SECURITY DEPOSIT
Upon execution of the Lease, Tenant shall deposit with Landlord the amount
of One Thousand Four Hundred Fifty and No/100 DOLLARS ($1,450.00)("security
deposit"). This security deposit is not an advance payment of rent or a
measure of Landlord's damages if Tenant defaults on the Lease. During the
lease term, the Landlord can use the security deposit to make good any
arrears in rent or repair any damage Tenant causes to the premises,
excluding normal wear and tear. If Landlord uses any of the security deposit
for these purposes, Tenant shall, within ten (10) days after receiving
Landlord's written notice, restore the security deposit to its original
amount. If Tenant's account is in good standing and there are no offsetting
charges, Landlord will refund the security deposit to the Tenant within
thirty (30) days of the Lease's termination and vacant possession of the
leased premises (including the return of all keys, access and parking cards).
7. BUSINESS HOURS AND ACCESS
Landlord's hours of service are 8:00 a.m. to 5:00 p.m., Monday through
Friday, except for legal holidays. Tenant shall have access to the premises
twenty-four (24) hours a day, seven days a week, providing Tenant is not in
default of the Lease.
8. USE OF PREMISES
Tenant shall use the premises solely for general office purposes in a manner
consistent with a first class office building and in accordance with
applicable zoning regulations. Tenant is bound by the same rules and
regulations governing the conduct of the building's tenants as is Landlord.
Tenant may obtain a copy of the building's rules and regulations by submitting
a written request to the Landlord. Tenant shall not offer a service to
Landlord's other tenants which is part of the amenities and services Landlord
currently provides. Tenant will not \Without Landlord's prior written approval,
install or
operate on the premises any equipment which requires a separate electrical
circuit, makes excessive noise, produces excessive heat or is a potential
fire hazard if not properly monitored.
9. MAINTENANCE OF PREMISES
Landlord will handle all contact with the building management regarding any
maintenance and/or service-related item. Tenant shall, at its sole cost and
expense, keep the premises in good repair and condition (reasonable wear and
tear excepted). Tenant shall not hang pictures or make any other
alterations, installations or improvements without the Landlord's consent,
such consent not to be unreasonably withheld. If Landlord has to perform any
special cleaning or repair any damage resulting from Tenant's occupancy of
the premises (excluding reasonable wear and tear), the costs of such
cleaning or repair will be deducted from the security deposit.
10. DAMAGE OR LOSS OF PROPERTY
Landlord is not responsible or liable for any damage to or loss of Tenant's
property or that of the Tenant's guests unless the loss is due to the
Landlord's gross negligence or willful misconduct. Each party shall be
responsible for carrying such insurance as it deems necessary to protect its
own interests.
11. HOLD HARMLESS
Landlord shall not be liable for damage or injury to Tenant, its employees
or guests unless caused by Landlord's gross negligence or willful
misconduct. Tenant shall hold Landlord harmless from any loss, damage,
liability, claim, attorneys' fee or expense resulting from the negligence or
misconduct of Tenant, its employees or guests.
12. TELEPHONE AND LONG DISTANCE CHARGES
Tenant is responsible for all telephone and long-distance charges to its
account. Landlord is not liable for any charges to Tenant's account, including
those caused by unauthorized access to telephone equipment or lines.
13. NUISANCE
Notwithstanding any other clause contained in the Lease, Landlord can
terminate this Lease if it determines, in its sole discretion, that the
conduct of the Tenant, its employees or guests unreasonably disrupts or
disturbs Landlord s other tenants, employees or staff.
Tenant shall be responsible for assuring that its employees and guests
conduct themselves in an appropriate manner.
14. PROPERTY ON PREMISES
Any property Tenant leaves on the premises after the Lease is terminated or
the Lease term ends shall be deemed abandoned and become the Landlord's
property. To secure amounts due under the Lease, Landlord shall have a
contractual lien upon all property brought onto the premises. The Uniform
Commercial Code of Washington shall govern the scope and application of this
lien.
15. LANDLORD ACCESS TO PREMISES
Landlord and its agents may enter the premises at all reasonable times to
inspect, clean, repair, alter or improve the same. Landlord shall have
unlimited access to show the premises upon Tenant's written notification
that it does not intend to renew the Lease. When possible, Landlord will
provide Tenant with reasonable notice before entering the premises.
16. No ASSIGNMENT OR SUBLEASE
Tenant shall not assign or sublease the premises or any part thereof.
17. EMPLOYEE REPLACEMENT COSTS
Landlord spends a substantial amount of time, money and effort to train its
employees. Tenant, and all entities directly or indirectly associated with
Tenant, agrees that during the term of the Lease and for one (1) year
thereafter, it will not, without Landlord's written permission, hire or
attempt to hire, as either an employee or independent contractor, Landlord's
employees, temporary employees or independent contractors. Tenant further
agrees not to hire any of Landlord's former employees within six (6) months
from the date they leave Landlord's employment. Tenant agrees to pay
Landlord a procurement fee of Ten Thousand and No/100 Dollars ($10,000.00)
for each person Tenant hires in violation of this Paragraph.
18. DEFAULT BY TENANT
Landlord may, at its election, declare Tenant in default of the Lease if any
of the following events occur:
(1) Tenant falls to make any monthly payment when due and such failure
continues for five (5) days after Tenant receives the Landlord's written
notice that the monthly payment is late,
(2) Tenant abandons a substantial portion of the premises.
(3) Within ten (10) days of receiving written notice from the Landlord,
Tenant fails to cure its breach of any provision of the Lease (other than
the requirement to timely pay tent).
(4) Tenant files a petition for bankruptcy or is adjudged insolvent.
(5) A lien is filed against the premises or the building because of an act
done by or on Tenant's behalf.
(6) Within ten (10) days of receiving Landlord's written request, Tenant is
unable to prove Its continuing ability to perform under the Lease.
19. REMEDIES FOR TENANT'S DEFAULT
If Tenant is In default of the Lease, Landlord may, Without prejudice to any
of the Landlord's legal remedies, pursue one or more of the following
contractual remedies:
(1) Landlord may terminate the Lease and require Tenant to immediately
surrender possession of the premises. Tenant agrees to pay on demand the
amount of Landlord's lose or damage if Tenant falls to immediately vacate
the premises after termination of the Lease. Landlord may terminate the
Lease only by mailing or delivering written notice of such termination to
the Tenant. No other act or omission of the Landlord shall be construed as a
termination of the Lease.
(2) Landlord may disconnect Tenant's telephone lines, xxxx mail and express
deliveries "return to sender" and limit Tenant's access to the promises.
(3) Landlord may enter upon, take possession of and relet the premises an
such terms as Landlord, in its sole discretion, determines to be appropriate.
(4) Landlord may accelerate and declare immediately due all sums that Tenant
is required to pay under the Lease.
20. INSPECTION
Tenant and Landlord have inspected the promises and agree they are in
acceptable condition.
21. NOTICES
All notices by Landlord or Tenant to the other Must be in writing and either
delivered or mailed to the Landlord or Tenant at the respective addresses
set forth below:
Insignia Corp. Est. (U.S.)Inc. Global Business Information Directory, Inc.
000 Xxxxx Xxxxxx, Xxxxxx 0000 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
22. OFFICE SUPPORT SERVICES
Landlord shall only be liable for errors and omissions in the providing of
support services that result from gross negligence or willful misconduct of
Landlord or its employees. Tenant is responsible for the final proofreading
of all documents, verification of addresses and the like. Landlord is not
responsible for the conduct of Tenants business.
23. GOVERNING LAW
This Lease shall be interpreted according to the laws of the State of
Washington. Venue for any legal action necessary to enforce this Lease shall
be in King County, Washington. If legal action is necessary to enforce this
Lease, the prevailing party shall be allowed to recover its reasonable
costs, expenses and attorneys' fees. including those incurred prior to the
start of litigation.
24. ENTIRE AGREEMENT
Landlord and Tenant expressly agree, as a material consideration for the
execution of the Lease, that the written Lease and attached schedules
represent the entire agreement between the parties. Landlord and Tenant
further agree that there are and were no verbal representations, warranties,
understandings, stipulations, agreements or promises relating to the Lease that
have not been incorporated in writing into the Lease.
Any amendments to this Lease will be made in writing and signed by both the
Landlord and Tenant.
UPON EXECUTION OF THIS LEASE, Tenant shall pay the total amount of Two
Thousand Four Hundred Twenty Six and 09/100 Dollars ($2,426.09) as detailed
on Schedule "B." By signing this Lease, Tenant acknowledges its
understanding and acceptance of the Lease's terms, conditions, policies and
charges.
IN WITNESS WHEREOF the parties hereto, through their authorized agents, have
signed their names this 6th day of April, 1999.
GLOBAL BUSINESS INFORMATION DIRECTORY, INC.
Signature: /s/Xxxxxxx Xxxxxxxxxx
By: Xxxxxxx Xxxxxxxxxx
Title: President
INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC.
Signature: /s/Xxxx X. xxx Xxxxxxxxxx
By: Xxxx X. xxx Xxxxxxxxxx
Title: Vice President / Real Estate
[DIAGRAM] SCHEDULE "A"
Thirty-Eighth Floor
Insignia Corporate Establishments
000 Xxxxx Xxxxxx
SCHEDULE "B"
SUMMARY OF CHARGES AND DEPOSITS
Rent (April 15-30, 1999) $362.50
Speakerphone with conference ability and telephone service
(2 lines, including direct dial number) 125.00
Modem line ($65 each) 65.00
Installation/programming of telephone and system 200.00
(One-time charge)
Furniture (1 set@ $175.00) 175.00
King County Local Sales and Use Tax (8.6%) 48.59
Security Deposit 1,450.00
Total Initial Charges $2,426.09
SCHEDULE "C"
AMENITIES AND SERVICES PROVIDED
ITEMS INCLUDED IN THE BASIC RENT:
Leased Premises as designated on Schedule "A" . . . . . . .Included
Reasonable conference room privileges . . . . . . . . . . .Included
Use of guest office for out-of-town guests . . . . . . . .Included
Use of furnished reception area . . . . . . . . . . . . . .Included
Professional receptionist services . . . . . . . . . . . .Included
Personalized telephone answering services with
unlimited calls . . . . . . . . . . . . . . . . . . . . . Included
Integrated voice mail with paging capability
(1 voice mailbox per phone). . . . . . . . . . . . . . . . Included
Mail handling for daily incoming and outgoing mail . . . . Included
Notary services ............................. . . . . . . . Included
Coffee, tea and hot chocolate . . . . . . . . . . . . . . . Included
Full use of kitchen . . . . . . . . . . . . . . . . . . . . Included
Utilities and maintenance (per building standard) . . . . . Included
Janitorial SERVICE FIVE DAYS PER WEEK . . . . . . . . . . . Included
Full use of Denver, Vancouver and Calgary locations . . . . Included
Fixed Charges and Variable Costs not included in the Basic Rent:
Optional signage (suite entry, building lobby, elevator lobby)
.................................................$200/one-time fee
Optional furniture (1 desk, 1 credenza and 3 chairs per set)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . $175/set/mo.
Parking . . . . . . . . . . . . . . . . . . . . . . $220/mo./vehicle
Speaker telephone with conference calling and telephone
. . . . . . . . . . . . . . . . . . . . . . . . service $125/set/mo.
Dedicated telephone lines . . . . . . . . . . . . . . .$65*/line/mo.
Dedicated modem and fax lines . . . . . . . . . . . . .$65*/line/mo.
Toll free line . . . . . . . . . . . . . . . . . . .$15.00/fine/mo.
Direct dial number . . . . . . . . . . . . . . . . .$25.00/each/mo.
Initial telephone installation and programming . . $200/set or line
Telephone programming changes . . . . . . . . . . . . . . $25/change
Additional voice mail boxes . . . . . . . . . . . . . . . . .$25/box
Photocopies . . . . . . . . . . . . . . . . . . . . . . . .$.12/copy
Facsimile services (transmitting and receiving) . . . . . .$1 */page
Administrative support services . . . . . . . . . . . . . . $30/hour
Add itional/replacement keys . . . . . . . . . . . . . . . .$5/each
Replacement parking pass/building access cards . . . . . . $12/each
Postage, shipping and courier costs . . . . . . . . . . . . .As used
Office supplies . . . . . . . . . . . . . . . . . . . . . . .As used
Parking validations . . . . . . . . . . . . . . . . . . . . .As used
PRICES SUBJECT TO CHANGE -- WASHINGTON STATE SALES TAX MAY APPLY.
* DISCOUNTED LONG-DISTANCE CHARGES APPLY ON ALL LONG-DISTANCE CALLS.
