EXHIBIT 10.6.4
OVERHEAD SERVICE AGREEMENT
THIS AGREEMENT ("Agreement") entered into between Rushmore Capital Corporation,
a Texas Corporation, and Rushmore Investment Advisors, Inc. , a Texas
Corporation, as follows:
WITNESSETH:
WHEREAS, Rushmore Investment Advisors, Inc. has requested and Rushmore Capital
Corporation has agreed to make available certain facilities and provide for
performance of certain services for Rushmore Investment Advisors, Inc. 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 Rushmore
Investment Advisors, Inc. 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
Rushmore Investment Advisors, Inc. 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. Rushmore Investment Advisors, Inc.
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 Rushmore Investment Advisors, Inc. 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 investment business by Rushmore
Investment Advisors, Inc. may require.
3. OFFICE SPACE. At all times during the term of this Agreement, Rushmore
Capital Corporation shall make available to Rushmore Investment Advisors, Inc.
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 Rushmore Investment Advisors, Inc. 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 Rushmore Investment Advisors, Inc. 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 Rushmore Investment Advisors,
Inc. or any of its partners, employees or agents.
b. Rushmore Capital Corporation and Rushmore Investment Advisors, Inc.
acknowledge and agree that, if required by the Lease, Rushmore Capital
Corporation's making the Premises available to Rushmore Investment Advisors,
Inc. as herein set forth shall be subject to, and require consent and approval
of Landlord, and Rushmore Capital Corporation and Rushmore Investment Advisors,
Inc. 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 Rushmore Investment Advisors, Inc.).
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 Rushmore Investment Advisors, Inc.
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
Rushmore Investment
Advisors, Inc. on written notice given not less than thirty (30) days prior to
expiration of an annual term hereof.
6. COMPENSATION: Rushmore Investment Advisors, Inc. 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 Rushmore Investment Advisors, Inc. 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 Rushmore Investment Advisors, Inc. 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 Investment Advisors, Inc. Rushmore Capital Corporation
by: /s/ ▇.▇. ▇▇▇▇▇▇ by: /s/ ▇. ▇. ▇▇▇▇▇, ▇▇.
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President President
