EXHIBIT 10.12
OVERHEAD SERVICE AGREEMENT
THIS AGREEMENT ("Agreement") entered into between Rushmore Insurance
Services, Inc., a Texas Corporation, and American Financial Freedom, a Texas
Corporation, as follows:
WITNESSETH:
WHEREAS, American Financial Freedom has requested and Rushmore Insurance
Services, Inc., has agreed to make available certain facilities and provide for
performance of certain services for American Financial Freedom 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 Insurance Services, Inc., and American
Financial Freedom agree as follows:
1. PERSONAL PROPERTY. At all times during the term of this Agreement, Rushmore
Insurance Services, Inc., agrees to provide and make available for use by
American Financial Freedom 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 Insurance Services, Inc., 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. American Financial Freedom agrees to utilize the Personal
Property in the proper manner and for the purpose intended, and promptly to
notify Rushmore Insurance Services, Inc., of any defect or malfunction in
which event Rushmore Insurance Services, Inc., 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 Insurance
Services, Inc., shall provide American Financial Freedom 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 business by American Financial
Freedom may require.
3. OFFICE SPACE. At all times during the term of this Agreement, Rushmore
Insurance Services, Inc., shall make available to American Financial
Freedom by means of assignment, subletting or such other means as Rushmore
Insurance Services, Inc., shall select, the leased premises commonly
designated as ("Premises") such utilization by American Financial Freedom
to be upon and subject to the terms and conditions set forth in that
certain Lease Agreement executed ("Lease") between Rushmore Insurance
Services, Inc., 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 Insurance Services, Inc., and American Financial
Freedom further agree as follows:
A. Rushmore Insurance Services, Inc., 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
American Financial Freedom or any of its partners, employees or agents.
B. Rushmore Insurance Services, Inc., and American Financial Freedom
acknowledge and agree that, if required by the Lease, Rushmore Insurance
Services, Inc., making the Premises available to American Financial
Freedom as herein set forth shall be subject to, and require consent and
approval of Landlord, and Rushmore Insurance Services, Inc., and American
Financial Freedom 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 Insurance Services, Inc., or American Financial
Freedom.
4. GENERAL AND ADMINISTRATIVE EXPENSES: Commencing on January 27, 1998,
Rushmore Insurance Services, Inc., shall incur the following general and
administrative expenses for the benefit of American Financial Freedom.
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 Insurance
Services, Inc., or American Financial Freedom on written notice given not
less than thirty (3O) days prior to expiration of an annual term hereof.
6. COMPENSATION: American Freedom agrees to pay to Rushmore Insurance
Service, Inc., as mutually agreed, on or before the 15th of each month,
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 Insurance
Services, Inc., 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 Insurance Services, Inc.,
and American Financial Freedom 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 Insurance Services, Inc.,
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
Insurance Services, Inc., and American Financial Freedom 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 January 27, 1998 and EFFECTIVE FOR ALL
PURPOSES AS OF January 1, 1998.
American Financial Freedom Rushmore Insurance Services, Inc.
by:/s/ Xxxxxxx Xxxxxxx by: /s/ G. A. BRUNOTT, JR.
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President President
