OFFICE SERVICES AGREEMENT between WACKER DRIVE EXECUTIVE SUITES, LLC and 20/20 Technologies, Inc. dated March 1, 2006
between
XXXXXX
DRIVE EXECUTIVE SUITES, LLC
and
20/20
Technologies, Inc.
dated
March
1, 2006
Page 1
of
18
WES
initial __________ Client initial __________
THIS
AGREEMENT (“Agreement”) is made as of this 1st,
day
of
March,
2006.
XXXXXX
DRIVE EXECUTIVE SUITES, LLC ("WES"),
having offices at 000
X.
Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000,
WES
hereby grants use of office space during the term of this agreement to
20/20
Technologies, Inc,
a/an
Delaware,
Corporation ("Client"),
use and occupancy of Suite Number(s) 319
a,b,c (the
"Premises") and the privilege to use the common areas within Xxxxxx Drive
Executive Suites which will be shared with other Clients as WES may designate,
all subject to the conditions hereinafter set forth.
1. Use
Client
accepts the foregoing grant and agrees that it shall use and occupy the Premises
only for the purpose of an office. Client may not use the Premises for any
illegal or immoral purpose. Client warrants that it has whatever governmental
licenses as may be required to operate its business.
2. Term
The
term
of this Agreement shall be for a period of 6
months commencing
on
March 1, 2006 and
ending on August
31, 2006,
(“Termination Date”).
3. Contract
Charges
During
the term of this Agreement, Client shall pay WES the monthly Contract Charges
of
$ 3120
(with a $520 rent credit per month for the initital term of this Agreement),
the
Furniture Package Pursuant to Paragraph 5 of $ 0,
and
the
communication Package Pursuant to Paragraph 6 of $ 485,
payable
in advance on the first day of each calendar month during the term of this
Agreement. The Contract Charges, Furniture Package and Communication Package
shall be prorated for any fractional period within the Agreement term. Contract
Charges are based upon one (1) person
occupancy. Client
shall pay additional Contract Charges for each additional person(s) occupying
the office at the rate of ten percent (10%) of the Base Contract Charges.
A
$N/A
non-refundable
Communications setup charge will be required to commence this Agreement.
Total
monthly Contract Charges, Furniture Package, Communication Package, Communications
setup charge
and all
other charges due under this Agreement, shall be payable without set-off or
deduction to WES, at the office, or to such other person or entity or such
other
place as WES may direct in writing.
Page 2
of
18
WES
initial __________ Client initial __________
4. Retainer
As
security for the faithful performance by Client of all of the terms and
conditions upon the Client's part to be performed, Client has this day deposited
with WES the sum of
$3725 in
U.S.
Funds which shall be returned to Client, without interest, within sixty (60)
days of the termination of the Agreement, provided that Client has fully and
faithfully performed all of the terms, covenants and conditions on its part
to
be performed. WES shall have the right (but not the obligation) to apply any
part of said deposit to cure any default of Client and if WES does so, Client
shall upon demand, deposit with WES the amount so applied so that WES shall
have
the full deposit on hand at all times during the term of this Agreement or
any
subsequent renewal. Client may not apply said deposit to last month's Contract
Charges. WES shall have the right to apply said Deposit to any damages to the
Premises, other than normal wear, upon Client vacating.
In
the
event of a sale of WES, subject to this Agreement, WES shall have the right
to
transfer this deposit to the vendee or Client and WES shall be considered
released by the Client from all liability for the return of such deposit and
Client shall look solely to the new entity for the return of the said security,
and it is agreed that this shall apply to every transfer or assignment made
of
the deposit to a new entity.
5. Furniture
Package
Furniture
package is based on the following items:
6. Communications
Package
Client
shall pay to WES for the communications package, per month as follows: Prices
are subject to change without notice.
Page 3
of
18
WES
initial __________ Client initial __________
|
Item
|
Qty
|
Cost
|
Total
|
|||||||
|
Individual
DID Direct Dial to Office & Telephone Instrument
|
3
|
$
|
75
|
$
|
225
|
|||||
|
One
Company DID Answered by Reception & Released
|
0
|
$
|
50
|
$
|
0
|
|||||
|
One
Telephone Instrument (Answer & Release)
|
0
|
$
|
100
|
$
|
0
|
|||||
|
One
Telephone Instrument (Answer & Screened)
|
0
|
$
|
150
|
$
|
0
|
|||||
|
Fax
Line
|
1
|
$
|
35
|
$
|
35
|
|||||
|
Modem
Line
|
0
|
$
|
35
|
$
|
0
|
|||||
|
Internet
Connection for websurfing & email
|
0
|
$
|
95
|
$
|
0
|
|||||
|
Internet
Connections for websurfing & email (2 or more)
|
3
|
$
|
75
|
$
|
75
|
|||||
|
Total
|
7
|
$
|
485
|
|||||||
7. Communications
Services
All
telephone equipment and services shall be provided by the WES. Client shall
be
billed and pay for all local and long distance usage charges applicable to
all
telephone, fax or modem lines, at rates as shown in table below. Client shall
not independently arrange for any telephone service, telephone, fax or modem
lines or equipment.
|
Local
(A band)
|
$
.05
|
Per
MINUTE
|
|
Local
(B band)
|
$
.07
|
Per
MINUTE
|
|
Local
Long Distance (C band)
|
$
.08
|
Per
MINUTE
|
|
Long
Distance (Domestic)
|
$
.11
|
Per
MINUTE
|
|
International
|
varies
|
Per
MINUTE
|
|
Directory
Assistance
|
$
.95
|
Each
|
Rates
are
subject to change without notice.
8. Insurance
Prior
to
taking occupancy of the Premises, Client shall provide WES with evidence that
Client has in full force and effect for the entire term of this Agreement public
liability insurance for injury or death to persons or damage to property, which
insurance shall name WES as an additional insured, and shall be in amounts
and
issued by an insurance company reasonably acceptable to WES. Client shall also
be responsible for insuring all of its personal property located in and about
the Premises against loss from any cause whatsoever.
9. Renewal
Provided
Client is not in default of this Agreement, and upon the termination date set
forth herein, this Agreement shall be renewed for the same period of time at
the
renewal rate of
5 % over the base Contract Charges of $ 3120 upon
the
same terms and conditions specified herein, unless either party notifies the
other in writing by certified or registered mail sixty (60) days prior to the
expiration date that the Agreement will not be renewed. Each subsequent term
will be at a renewal rate of 5% over the base contract charges of the previous
term.
Page 4
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18
WES
initial __________ Client initial __________
10. Possession
If
WES
for any reason, cannot deliver possession of the Premises to Client at the
commencement of the Agreement term, WES shall not be liable to Client for any
loss or damage resulting there from, but there shall be a Contract Charges
abatement for the period between commencement of the Agreement term and the
time
when WES does deliver possession.
11. Services
Included
During
the term of this Agreement, and so long as all sums owing to WES under this
Agreement are paid on a current basis, the services listed in Schedule "A"
on
Exhibit "A" attached hereto, will be provided by WES to the Client during WES’
normal business hours without additional charge. Subject to the foregoing,
WES
will use it’s best efforts to furnish such services from 8:00 a.m. to 5:00 p.m.
Monday through Friday excepting holidays designated by WES and excluding any
days when an act of nature or governmental decree prevents WES from providing
such service. WES’ inability to provide any services hereunder for the foregoing
reasons or any other reason beyond the control of WES, or because all sums
owing
to WES hereunder are not current, shall not relieve Client form its obligation
to pay Contract Charges or from any other obligation otherwise hereunder.
12. Additional
Services
Additional
services provided by WES as shown in Schedule "B" on Exhibit "A" attached
hereto, are available to Client at the charges listed in WES' business services
price list, attached hereto as Exhibit "C". All charges for additional services
used by Client will be billed monthly, shall be considered additional Contract
Charges, and shall be due and payable, together with the total monthly
Contract
Charges,
on the
first day of each calendar month and are
subject to change without notice.
13. Late
Payment Charge
Payment
for Contract
Charges
and
Additional Services is due by the close of business on the first day of each
month. In the event that Client is late five (5) calendar days in paying the
Contract
Charges,
as
stated in paragraph 3, or for the Additional Services rendered and invoiced
in
accordance with paragraph 12, Client
shall pay to WES a late payment charge of $50.00 to compensate WES for the
additional expenses associated with late payments. In
the event that Client is late fifteen (15) calendar days in paying the
Contract
Charges,
as stated in paragraph 3, or for the Additional Services rendered and invoiced
in accordance with paragraph 12, at 5:PM on the fifteenth (15) calendar, all
services will be terminated until payment is received. In the event services
are
terminated, there will be a reinstatement fee of $50. Continued late payments
will result in an increase in the amount of service retainer required.
Checks
returned "NSF" shall be assessed a $50 re-depositing fee and WES shall have
the
right to require that all future payments due to WES from Client be made in
cash
or certified funds only. Client shall also pay interest on any sums due but
not
paid by the tenth (10th) day of the month at the rate of 18% per annum (or
the
highest amount permitted by law if lower) from the date due until
paid.
Page 5
of
18
WES
initial __________ Client initial __________
14. Defaults
and Remedies
Any
of
the following events shall constitute a default on the part of the Client:
(1) failure to pay when due Contract
Charges
or
Additional Services charges, including any late payment assessments due; (2)
any
breach or failure of the Client to observe or perform any of its other
obligations hereunder; or (3) the Client dies, abandons the Premises, commits
an
act of bankruptcy, becomes insolvent, makes an assignment for the benefit of
creditors, or offers a composition or extension of any of its
indebtedness.
Upon
the
occurrence of any such default, WES or its agents shall have the right to
exercise any one or more of the following remedies in addition to any other
rights or remedies available under this Agreement or under law: (A) To apply
Client's Retainer to the unpaid Contract
Charges,
Additional Services or any obligations of Client; (B) To re-enter and take
possession of said the Premises and remove all persons and property therefrom,
without being deemed to have committed any manner of trespass, and re-assign
said Premises or any part thereof, for all or any of the remainder of said
term
at Contract
Charges
that WES
may, be able to obtain; and (C) to demand and xxx to recover damages for
Client's default.
Should
the Premises not be re-assigned or should the Contract
Charges
be less
than that which Client was obligated to pay under this Agreement, Client shall
pay the amount of such deficiency to WES, plus re-assigning expenses. Client
hereby waives any and all damages occasioned by such taking of possession by
WES. Any such taking of possession shall not constitute a termination of this
Agreement and shall not relieve Client of its obligations hereunder unless
WES
expressly so notifies Client in writing.
15. WES’
Xxxx
XXX
shall
have, at all times, a valid security interest to secure payment of Contract
Charges
and
other sums becoming due under this Agreement to WES. To secure payment of such
sums, Client does hereby grant to WES a first and prior lien upon all equipment,
furniture, fixtures and other personal property of Client which is now on the
Premises, or which is placed on the Premises at some later date and all proceeds
from such personal property (said property hereinafter called "Lien Property"),
Client covenants that he shall not remove such property from the Premises at
any
time when any sums are due WES under this Agreement.
Page 6
of
18
WES
initial __________ Client initial __________
Should
Client fail to pay any sum due under this Agreement on or before the expiration
of fifteen (15) days following its due date, WES may enter the Premises, take
possession of the Lien Property, store the Lien Property, as WES may see fit,
and sell the Lien Property at public or private sale, with or without having
the
property at such sale. WES shall give Client ten (10) days written notice of
any
private sale by mailing, certified mail return receipt requested, notice of
the
time and place of sale to the address for notices appearing in this Agreement.
The proceeds of any such sale, less expenses of conducting such seizure and
sale, shall be applied as a credit against accrued and future sums as may be
due
or become due under this Agreement.
Upon
request by WES, Client agrees to execute and deliver to WES a financing
statement in form sufficient to perfect the lien herein granted under the
provisions of the uniform commercial code of the State of Illinois. The security
interest herein granted is not intended to waive any statutory lien as may
be
available to WES, but is in addition thereto.
16. Property
on Premises
All
property left in the office for more than fifteen (15) days after the expiration
of this Agreement or any month-to-month arrangement will be subject to
reasonable storage charges. If said property is left for more than thirty (30)
days after the expiration of this Agreement, the subject property will be deemed
to be abandoned and shall be disposed of by WES in any manner WES may xxxx
fit.
Client waives any right to prior notice regarding disposition of abandoned
property.
17. Confession
of Judgment
Client
hereby irrevocably constitutes and appoints any attorney of any court of record
in this State, to be his true and lawful attorney for him and in its name and
stead, to enter its appearance in any suit or suits that may be brought in
any
court in this State at any time when any money is due hereunder for Contract
Charges
or
otherwise, to waive the issuing of process of service thereof and trial by
jury
or otherwise, and to confess a judgment or judgments for such money so due
and
for costs of suit and for reasonable attorney's fees in favor of WES, and to
release all errors that may occur or intervene in such proceedings, including
the issuance of execution upon any such judgment, and to stipulate that no
writ
of error or appeal shall be prosecuted from such judgment or judgments, nor
any
xxxx in equity filed, nor any proceedings of any kind taken in law or equity
to
interfere in any way with the operation of such judgment or judgments or of
execution issued thereon and to consent that execution may immediately issue
thereon.
Page 7
of
18
WES
initial __________ Client initial __________
18. HVAC
Standards
The
Building HVAC System serving the Premises is designed to maintain average
temperatures within the Premises during Ordinary Business Hours of (1) not
less
than 70 degrees F. during the heating season when the outdoor temperature is
-10
degrees F. or more and (ii) not more than 76 degrees F. during the cooling
season when the outdoor temperatures are 94 degrees F. dry bulb and 74 degrees
F. wet bulb.
The
HVAC
System is designed based upon (i) electrical usage of 5 xxxxx per useable square
foot for all purposes (lighting and power) and (ii) a population load per floor
of not more than one person per 125 square feet of useable area, other than
in
dining and other special use areas per floor for all purposes. Use of the
Premises, or any part thereof, in a manner exceeding the forgoing design
conditions or rearrangement of partitioning after the initial preparation of
the
Premises which interferes with normal operation of the air-conditioning service
in the Premises may require changes in the air-conditioning system serving
the
Premises, at Client’s expense.
19. Title
Client
shall have possession of the Premises and any furniture and fixtures within
the
Premises only during the term of this Agreement, and title thereto shall be
and
remain in WES' name at all times. Client shall not lend, grant a security
interest in, sublet, or part with possession of the office or the furniture
and
fixtures, or attempt in any manner to dispose of or remove the furniture and
fixtures from the Premises, or suffer any liens or legal process to be
incurred.
20. Inspection
and Surrender
WES
may,
at any reasonable hour and without notice, enter Client's office for the purpose
of inspecting it and the manner in which it is being used or to show to any
prospective Client, lender or purchaser. On expiration or termination of this
Agreement, Client agrees to promptly surrender and deliver the Premises to
WES
without demand therefor and in good and broom clean condition, ordinary wear
excepted.
21. WES’
Liability
WES
shall
not be liable or responsible to Client for any injury or damage resulting from
the acts or omissions of WES’ employees, persons using office space or services
from WES, or other persons occupying any part of the building or for any failure
of services provided such as electricity, water and heat, or for any injury
or
damage to person or property caused by any person (except for such loss or
damage not otherwise covered by insurance resulting from willful or gross
negligent misconduct of WES, its agents or employees), or from the building,
the
surrounding area, or any portion thereof being out of repair.
Page 8
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18
WES
initial __________ Client initial __________
WES
shall
not be liable, as a result of any breach or action arising out of or resulting
from this Agreement, including, but not limited to, errors or omissions in
providing services hereunder, for any damages in excess of the amount actually
paid to WES for providing such services, nor shall WES be liable for any
consequential or punitive damages.
22. Waiver
of Breach
No
failure by WES to insist upon the strict performance of any term or condition
of
this Agreement or to exercise any right or remedy available on 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
the Client, and no breach thereof, shall be waived, altered or modified, except
by a written instrument executed by WES. No waiver of any breach shall affect
or
alter any term or condition in this Agreement, and each such term or condition
shall continue in full force and effect with respect to any other then existing
or subsequent breach thereof.
23. Staff
Client
agrees not to offer employment to, or to employ, any employees of other Clients,
employees of WES, employees of Schaumburg Executive Suites LLC or any persons
who have been employees of WES or Schaumburg Executive Suites LLC within the
preceding three months, during the term of this Agreement or for a period of
one
year following termination of this Agreement. Client shall pay to WES an amount
equal to six (6) months salary paid by WES or Schaumburg Executive Suites LLC
to
the employee, as liquidated damages, and not as a penalty, for each such
breaching of this provision.
24. Notices
All
notices to be given by one party to the other under this Agreement shall be
in
writing, delivered personally within the Premises or sent by United States
Certified or Registered Mail, postage prepaid. Not
withstanding anything herein to the contrary late payment notices and notices
of
suspension of service due to late payment, shall be in writing, delivered
personally within the Premises or sent by regular United States Mail, postage
prepaid. Such
notices properly addressed and mailed as herein stated shall be deemed notice
for all purposes even if undelivered. WES’ address for such purposes is as
stated on page one of this Agreement. Client hereby designates its address
as:
|
Xxxxx
Xxxxxx
|
|
20/20
Technologies, Inc.
|
|
0000
X. Xxxxx Xxxxxx
|
|
Xxxxx
000
|
|
Xxxxxxx,
XX 00000
|
|
000-000-0000
|
|
000-000-0000
fax
|
|
xxxxxxx@xxxxxxx-xxxxxxxx.xxx
|
Page 9
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18
WES
initial __________ Client initial __________
From
time
to time either party may, by written notice to the other, designate other
addresses to which notices thereafter shall be addressed.
25. Smoking
Smoking
is not permitted at WES. Client agrees that WES may institute such rules and
regulations governing smoking as WES may consider necessary, appropriate or
advisable to comply with relevant local laws or ordinances.
26. Rules
and Regulations
Client's
employees will conduct themselves in a businesslike manner at a noise level
which will not be a nuisance to others in or about the building; wear proper
attire; and abide by WES’ directives regarding security, keys, parking and other
such matters common to all occupants. If the Client requires any special work
or
services such as electrical or telephone wiring, or heat or air conditioning
outside of normal business hours, such work or services shall be arranged by
WES
at the request and expense of the Client. WES may require payment in advance
for
such special work or services.
Client
will not use or store any flammable materials on or about the Premises, place
or
store objects above the window xxxxx in exterior offices; affix anything to
the
windows, walls or any other part of the Premises without the prior written
approval of WES; bring animals or vending machines into the building; xxxx
or
permit any offensive gases, odors or liquids on the Premises; obstruct
corridors, or use them for any purpose other than ingress and egress; store
or
operate photocopiers, refrigerators, stereos or other amplification equipment.
Consent for stereos or other amplification equipment shall be reviewed upon
prior written request. If such consent is granted, Client shall be responsible
for payment to WES for those utility costs. Computers are permitted for Client's
business use only.
Client
agrees to abide by the building and WES’ rules and regulations as set forth in
Exhibit "B," and attached hereto and such further rules and regulations as
WES
may make from time to time.
27. Leasehold
Improvements
Client
shall not, without the prior written consent of WES, whose consent may be
withheld at its sole discretion, make any alterations or improvements to the
Premises. The cost of all alterations or improvements, whether temporary or
permanent, shall be paid by Client to WES or the latter's contractor upon
Client's approval of the cost quotation submitted, completion of the alteration,
and receipt of invoice. Such alterations shall become WES’ property, without
compensation to Client, unless WES requests their removal or WES otherwise
agrees in writing. Further, Client shall be responsible for any and all costs
required to restore the Premises to its original condition prior to the making
of such alterations.
Page 10
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18
WES
initial __________ Client initial __________
28. Fire
or Other Casualty
Upon
any
fire or other casualty affecting the Premises or the building, WES may at its
option, upon written notice to Client terminate this Agreement. If WES does
not
so elect to terminate this Agreement, then monthly Contract
Charges
shall
xxxxx from the time that the Premises are unusable until the date that Client
is
allowed to reoccupy the Premises.
29. Substitution
of Premises
WES
may,
on ten (10) days written notice, substitute the Premises with similar facilities
at another location within the building, provided that: (a) the new Premises
shall be similar in area, Contract
Charges
and use
for Client's purposes; (b) XXX shall pay the expenses to relocate Client's
possessions and telephone lines from the Premises to the new Premises; and
(c)
such move shall be made during the evenings or weekends so as to minimize
inconvenience to Client. Such new Premises shall thereafter be deemed the
"Premises" hereunder.
30. Transfer
of WES’ Interest
In
the
event WES in its sole and absolute discretion shall elect to transfer, or assign
any or all of its interest under the terms of this Agreement, WES shall have
the
option, upon sixty (60) days' prior written notice to Client, to terminate
this
Agreement. Upon expiration of said 60-day period, this Agreement shall cease
and
terminate and, unless Client elects to remain in the Premises under any
agreement with WES’ successors, Client shall vacate the Premises forthwith in
the manner and condition as are required hereunder.
Notwithstanding
anything contained herein to the contrary, WES shall have the right to terminate
this Agreement upon the last day of any calendar month during the Term hereof
by
written notice given to Client (the “Termination
Notice”).
The
effective date of such termination (the “Termination
Date”)
shall
be the last day of the calendar month following the month in which WES’ Notice
is given to Client (for example, if WES’ Termination Notice is given on February
15, 2004, the Termination Date shall be March 31, 2004). If WES delivers WES’
Termination Notice to Client, this Agreement will expire on the Termination
Date
just as though such date had been the originally stated Expiration Date
hereof.
Page 11
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18
WES
initial __________ Client initial __________
31. Modification
or Amendments
All
of
the representations and obligations of WES and Client are contained herein,
and
no modification, waiver or amendment of this agreement, or any of its conditions
or provisions, shall be binding upon either party unless in writing and signed
by both parties.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
|
WES:
|
CLIENT:
|
|
|
XXXXXX
DRIVE EXECUTIVE SUITES, LLC
|
20/20
Technologies, Inc.
|
|
|
By:
Xxx Xxxxxxxx
|
By:
|
|
|
Manager
|
Title:
|
Page 12
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18
WES
initial __________ Client initial __________
EXHIBIT
A
RENTALS
FOR OFFICE AGREEMENTS INCLUDE:
SCHEDULE
"A"
¨ Private
office suite
¨ Reception
- Fashionably and elegantly furnished
¨ Receptionist
- Friendly, attentive and aware of your needs
¨ Conference
Rooms
¨ Audio/Visual
(TV, VCR, Overhead Projector, Dry Board, Presentation Pads and Pin-up
Boards)
¨ Kitchen
Facilities
¨ Business
Service Coordinators - Cross trained in all support areas
¨ Telephone
Answering - Your callers will be greeted in a friendly, professional, and prompt
manner Strike
if not applicable
¨ Your
calls will be screened, announced and transferred Strike
if not applicable
¨ Voice
Mail - unlimited message retrieval
¨ Access
to
Offices 24 hours a day, 7 days a week
¨ Mail
-
Sorted and placed in your mail box
¨ Utilities
and Maintenance
¨ Housekeeping
- By contracted professionals
¨ Security
- Card Key Access
ADDITIONAL
SERVICES ARE AVAILABLE AND CHARGED ON A PER-USE BASIS AT CURRENT SERVICE FEE
SCHEDULE
SCHEDULE
"B"
|
¨ Administrative
|
¨ Labels
|
|
¨ Binding
of Reports
|
¨ Lamination
Services
|
|
¨ Clerical
|
¨ Mail
Service
|
|
¨ Concierge
Services
|
¨ Printing
Stored Documents
|
|
¨ Copy
Service
|
¨ Revisions
|
|
¨ Courier
|
¨ Rush
Projects
|
|
¨ Database
Management
|
¨ Secretarial
|
|
¨ Desk
Top Publishing
|
¨ Spreadsheet
(Excel)
|
|
¨ Dictation
Transcription
|
¨ Supplies
|
|
¨ Direct
Mail Management
|
¨ Telephone
Answering
|
|
¨ Document
Shredding
|
¨ Telephone
Service
|
|
¨ Enhanced
Word Processing
|
¨ Transparencies
|
|
¨ Envelopes
|
¨ Word
Processing
|
|
¨ Scanning
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¨ Fax
services
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Page 13
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18
WES
initial __________ Client initial __________
EXHIBIT
B
RULES
AND
REGULATIONS WES
This
Agreement is subject to the following Rules and Regulations, which are made
a
part hereof, as defined in Paragraph 26 of said Agreement.
1.
The
sidewalks, halls, passages, exits, entrances, elevators, and stairways of the
Building shall not be obstructed by Client or used by it for any purpose other
than for ingress to and egress from the Premises. The halls, passages, exits,
entrances, elevators,
and
stairways are not for the use of the general public, and WES shall in all cases
retain the right to control and prevent access thereto of all persons whose
presence in the judgment of WES would be prejudicial to the safety, character,
reputation and interests of the Building and its Clients, provided that nothing
herein contained shall be construed to prevent such access to persons with
whom
Client normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. Client shall not go upon the roof
of
the Building.
2.
No
sign, placard, picture, name, advertisement or notice visible from the exterior
of the Premises shall be inscribed, painted, affixed or otherwise displayed
by
Client on any part of the Building without the prior written consent of WES.
WES
will adopt and furnish to Client general guidelines relating to signs inside
the
Building on the office floors. Client agrees to conform to such guidelines.
All
approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of Client by a person approved by WES, which approval
will not be unreasonably withheld. Material visible from outside the Building
will not be permitted.
3.
The
Premises shall not be used for the storage of merchandise held for sale to
the
general public or for lodging. No cooking shall be done or permitted by Client
on the Premises. Brewing coffee, tea, hot chocolate and similar beverages,
use
of a microwave and toaster and a vending machine for snack foods, shall not
be
permitted.
4.
Client
shall not cause WES to incur any unnecessary labor costs by reason of Client's
carelessness or indifference in the preservation of good order and cleanliness.
Janitor service will not be furnished on nights when rooms are occupied after
9:30 p.m. unless, by agreement in writing, service is extended to a later hour
for specifically designated rooms.
5.
WES
will furnish Client with one (1) key to the Premises and one key per office
suite in the Premises as of the date hereof, free of charge. Client
shall not make or permit any duplicated keys to be made. No
additional locking devices shall be installed without the prior consent of
WES.
Client, upon the termination of this Agreement, shall deliver to WES all keys
to
doors in the Premises that have been furnished to Client.
Page 14
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WES
initial __________ Client initial __________
6.
An
elevator shall be available for use by Client for the movement of equipment
or
other items in or out of the Building, subject to such reasonable scheduling
as
WES shall deem appropriate. The persons employed by Client to move equipment
or
other items in or out of the Building must be acceptable to WES. WES shall
have
the right to prescribe the weight, size and position of all equipment,
materials, supplies, furniture or other property brought into the Building.
Heavy objects shall, if considered necessary by WES, stand on wood strips
of
such thickness as is necessary to properly distribute the weight of such
objects. WES will not be responsible for loss of or damage to any such property
from any cause, and all damage done to the Building by moving or maintaining
Client's property shall be repaired at the expense of Client.
7.
Client
shall not use any method of heating or air conditioning other than that supplied
by WES.
8.
WES
reserves the right to exclude from the Building between the hours of 6:00 p.m.
and 8:00 a.m. and after 1:00 p.m. on Saturdays, Sundays, and legal holidays
all
persons who do not present a pass to the Building signed by WES. WES will
furnish passes to persons for whom Client requests same in writing. Client
shall
be responsible for all persons for whom it requests passes and shall be liable
to WES for all acts of such persons. WES shall in no case be liable for damages
for any error with regard to the admission to or exclusion from the Building
of
any person. In the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in WES' opinion, WES reserves
the
right to prevent access to the Building during the continuance of same by such
action as WES may deem appropriate, including closing doors.
9.
The
directory of the Building will be provided for the display of the name and
location of Clients. Any additional name that Client shall desire to place
upon
the directory must first be approved by WES and, if so approved, a charge will
be made therefore.
10.
No
curtains, draperies, blinds, shutters, shades, screens or other coverings,
hangings or decorations shall be attached to, hung or placed in, or used in
connection with any window of the Building without the prior written consent
of
WES. In any event, with the prior written consent of WES, such items shall
be
installed on the office side of WES' standard window covering and shall in
no
way be visible from the exterior of the Building.
11.
Client shall see that the doors of the Premises are closed and locked and that
all water faucets, water apparatus and utilities are shut off before Client
or
Client's employees leave the Premises, so to prevent waste or damage, and for
any default or carelessness in this regard Client shall make good all injuries
sustained by other Clients or occupants of the Building or WES. Clients shall
keep the doors to the Building corridors closed at all times except for ingress
and egress.
12.
The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
used
for any purpose other than that for which they were constructed, no foreign
substance of any kind whatsoever shall be deposited therein, and any damage
resulting to same from Client's misuse thereof shall be paid for by Client.
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WES
initial __________ Client initial __________
13.
Except with the prior consent of WES, Client shall not sell, or permit the
sale
from the Premises of, or use or permit the use of any sidewalk or mall area
adjacent to the Premises for the sale of, newspapers, magazines, periodicals,
theater tickets or any other goods, merchandise or service, nor shall Client
carry on, or permit or allow any employee or other person to carry on, business
in or from the Premises for the service or accommodation of occupants of any
other portion of the Building, nor shall the Premises be used for manufacturing
of any kind, or for any business or activity other than that specifically
provided for in Client's Agreement.
14
Client
shall not install any radio or television antenna, loudspeaker, or other device
on the roof or exterior walls of the Building.
15.
Client shall not use in any space, or in the common areas of the Building,
any
hand trucks except those equipped with rubber tires and side guards or such
other material-handling equipment as WES may approve. No other vehicles of
any
kind shall be brought by Client into the Building or kept in or about the
Premises.
16.
Client shall store all its trash and garbage within the Premises until removal
of same to such location in the Building as may be designated from time-to-time
by WES. No material shall be placed in the Building trash boxes or receptacles
if such material is of such nature that it may not be disposed of in the
ordinary and customary manner of removing and disposing of trash and garbage
without being in violation of any law or ordinance governing such disposal.
17.
All
loading and unloading of merchandise, supplies, materials, garbage and refuse
shall be made only through such entryways and elevators and at such times as
WES
shall designate. In its use of the loading areas on the first floor, Client
shall not obstruct or permit the obstruction of said loading areas, and at
no
time shall Client park vehicles therein except for loading and unloading.
18.
Canvassing, soliciting, peddling or distribution of handbills or any other
written material in the Building is prohibited and Client shall cooperate to
prevent same.
19.
Client shall immediately, upon request from WES (which request need not be
in
writing), reduce its lighting in the Premises for temporary periods designated
by WES, when required by any governmental authority or to preserve safety.
20.
Client shall not refer to the Building by any name other than: (i) the names
as
selected by WES (as same may be changed from time-to-time), or (ii) the postal
address, approved by the United States Post Office.
Page 16
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WES
initial __________ Client initial __________
21.
No
electric or other wires for any purpose shall be brought into the premises
without WES’ written permission specifying the manner in which the same may be
done. No boring, cutting or stringing of wire shall be done without XXX’ prior
written consent. Client shall not disturb or in any way interfere with the
electric light fixtures and all work upon or alterations to the same shall
be
done by persons authorized by XXX.
22.
The
Premises shall not be used for lodging or sleeping or for any immoral or illegal
purposes.
23.
Electricity
furnished by WES shall be used only for the purposes of illumination and the
operation of normal office equipment. Client shall pay for electricity for
any
other use.
24.
Any
office equipment (i.e., photocopiers, telephone equipment, scanners,
typewriters, color printers, telephone answering machines, dictation equipment,
binding equipment, postage machines) that would typically generate these
services from our Support Center are not allowed.
25.
It is
WES’ intention to provide secretarial support for our Clients. Therefore,
Clients are prohibited from retaining their own secretarial
support.
26.
WES
may waive any one or more of these Rules and Regulations for the benefit of
any
particular Client or Clients, but no waiver by WES shall be construed as a
waiver of these Rules and Regulations in favor of any other Client or Clients,
nor prevent WES from thereafter enforcing any such Rules and Regulations against
any or all of the Clients of the Building.
27.
Whenever the word "Client" occurs in these Rules and Regulations, it is
understood and agreed that it shall have the meaning given to it in the
Agreement. Whenever the word "WES" occurs in these Rules and Regulations, it
is
understood and agreed that it shall have the meaning given to it in the
Agreement.
28.
These
Rules and Regulations are in addition to, and shall not be construed in any
way
to modify, alter or amend, in whole or part, the terms, covenants, agreements
and conditions of any Agreement.
29.
WES
reserves the right to make such other and reasonable rules and regulations
as in
its judgment may from time-to-time be needed for the safety, care and
cleanliness of the Building, and for the preservation of good order therein.
Page 17
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WES
initial __________ Client initial __________
EXHIBIT
C
Business
Services
|
Binding
of Reports
|
$
2.50 each
|
Plus
clerical time
|
|
Clerical
|
$
24.00 per hour
|
Charged
at 6 minute increments
|
|
Call
Patching/Paging
|
$
.75
|
Each
occurrence
|
|
Concierge
Services
|
Priced
per Project
|
By
Manager
|
|
Conference
Rooms
|
Included
|
Per
hour
|
|
Copy
Service
|
$
.15
|
Per
Copy (Bulk prices available)
|
|
Courier
|
Standard
|
Plus
25%
|
|
Data
Entry in Act!
|
Per
Project
|
Priced
per project
|
|
Desk
Top Publishing (Microsoft
Office,
PowerPoint
and Publisher)
|
$
32.00 per hour
|
Charged
at 6 minute increments
|
|
Dictation
Transcription
|
$
32.00 per hour
|
Charged
at 6 minute increments
|
|
Direct
Mail Management
|
Priced
per project
|
Priced
per project
|
|
Document
Shredding
|
$
.50
|
10
Pages
|
|
Enhanced
Word Processing (Microsoft
Office, Word 7, Keyboarding with bullets, tabs, font changes, xxxxxxx,
italics, lines, borders, boxes, tables, shading)
|
$
32.00 per hour
|
Charged
at 6 minute increments
|
|
Fax
Services
|
$
1.00
$
1.00
|
Outgoing
plus usage
Incoming
|
|
Internet
Service
|
Per
Service
|
See
Manager
|
|
Labels
|
$2.40
min & .25
|
Per
label
|
|
Lamination
Services
|
$
2.50
|
Per
item
|
|
Mail
Service
Certified
Registered
Return
Receipt
|
Standard
Standard
Standard
Standard
|
Plus
25%
Plus
$ 2.50
Plus
$ 2.50
Plus
$ 2.50
|
|
Meeting/Training
Room
|
Included
|
Half
Day
Full
Day
|
|
Printing
Stored Documents
|
$
2.40 min & $.25
|
Per
Page
|
|
Color
Printing
|
$2.40
min & $.75
|
Per
Page
|
|
Revisions
|
Per
hour
|
Based
on service used
|
|
Rush
Projects
|
$
5.00 per project
|
Based
on a turn-a-around time of less than 24 hours
|
|
Secretarial
|
$
24.00 per hour
|
Charged
at 6 minute increments
|
|
Supplies
|
Cost
|
Plus
25%
|
|
Telephone
Answering/Voice Mail
|
TBD
|
Per
month, voice mail included
|
|
Transparencies
|
$
1.00 each
|
Includes
transparency
|
|
Word
Processing
|
$25.00
|
Charged
at 6 minute increments
|
|
Document
Scanning
|
$3.00
min & $.15
|
Per
Page/ Volume Discounts
|
|
LCD
Projector Rental
|
$50
|
Per
Day
|
|
Coffee
Setup
|
Per
Service
|
See
Staff
|
|
Catering
|
Cost
|
Plus
25%
|
|
Notary
|
$1.00
|
Per
Stamp
|
Prices
subject to change without notice.
Page 18
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18
WES
initial __________ Client initial __________
