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Exhibit 10.17
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AGREEMENT OF LEASE
0 XXXX XXXXX XXXXXX
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This AGREEMENT OF LEASE ("Lease") is made and entered into as of January 8,
1997 by and between SAINT XXXX EXECUTIVE OFFICE SUITES, INC. d.b.a. Les Work
Inc. ("Lessor") and, Hanover Capital Partners, LTD. ("Tenant").
NOW, THEREFORE, THE TITLE PARTIES AGREE AS FOLLOWS:
1. THE LEASED PREMISES.
Lessor leases to Tenant, and Tenant rents of and from Lessor, part of 0
Xxxx Xxxxx Xxxxxx, as described and shown on Exhibit A, attached hereto and made
a part hereof. Said portion of 0 Xxxx Xxxxx Xxxxxx, is referred to herein as the
"Leased Premises".
2. TERM.
The term of this lease shall be for a period of approximately 6 months
commencing February 1, 1997, or the date of Tenant occupancy, whichever occurs
earlier, and terminating July 31, 1997, unless terminated earlier as provided
herein.
3. MONTHLY RENT.
Commencing February 1, 1997, Tenant shall pay to Lessor, payable at the
address designated in this Lease for service of notice upon Lessor, or at such
other place as Lessor may designate in writing to Tenant, exclusive of any other
charge to be paid by Tenant, the following, payable in equal consecutive monthly
installments, in advance, on or before the 10th day of each month through and
including July, the sum of: $595.00 ($425.00 rent; $130.00 phones; $40.00
fax/modem) per month.
4. SECURITY DEPOSIT.
On or before February 1, 1997, Tenant shall pay to Lessor the sum of
$595.00 ($425.00 rent; $130.00 phones; $40.00 fax/modem) as damage deposit. Upon
termination of this lease, deposit will be refunded upon TENANT(S) vacating the
premises, less any past due balances and/or the cost of repairs due to damage
above and beyond reasonable wear and tear. This deposit may not be used as last
month's rent.
5. USE OF LEASED PREMISES.
Tenant, and its approved sublessee, shall use the Leased Premises for
general office purposes only.
Tenant may have not more than 1 person 'officed' out of Leased Premises.
6. USE OF COMMON AREAS.
Tenant shall have the non-exclusive use, in common with others entitled to
use the same, of the common areas of 0 Xxxx Xxxxx Xxxxxx. "Common areas" shall
include, without limitation, access facilities, walkways, stairways, elevators,
hallways and public restrooms.
7. RULES AND REGULATIONS.
Tenant's exclusive use of the Leased Premises and non-exclusive use of the
common areas shall be subject to the terms and conditions of this Lease and
all reasonable rules and regulations
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prescribed by Lessor from time to time with respect to the operation of 0 Xxxx
Xxxxx Xxxxxx, Xxxxx 000 and its common areas.
8. UTILITIES AND SERVICES.
Provided Tenant is not in default under any of the terms or conditions of
this Lease, Lessor shall furnish such heat and air conditioning, electricity,
water, sewage and elevator service in and about the Leased Premises as shall be
necessary for the comfortable use and occupancy of the Leased Premises, at all
times.
9. ALTERATIONS AND IMPROVEMENTS BY TENANT.
Tenant shall not make any material changes, additions, or improvements to
the Leased Premises without the prior written consent of Lessor.
10. MECHANICS LIEN.
Tenant shall pay timely for labor and material furnished to Tenant or
claimed to have been furnished to Tenant in connection with work of any
character performed or claimed to have been performed on the Leased Premises, at
the direction or with the consent of Tenant. Tenant shall not permit any
mechanics or similar liens to remain upon the Leased Premises incident to the
foregoing. However, Tenant may contest the validity of such lien or claims,
provided, Tenant shall give to Lessor, if required by Lessor, reasonable
security to insure payment and to prevent any sale, foreclosure or forfeiture of
the Leased Premises by reason of such non-payment. Upon a final determination of
the validity of any such lien or claim, Tenant shall immediately pay any
judgment or decree rendered against Tenant or Lessor, including but not limited
to, all proper costs and charges, and shall cause such lien to be released of
record without costs to Lessor.
11. LESSOR'S ACCESS.
Lessor, its agent, employees and/or contractors, shall have the right to
enter the Leased Premises at all reasonable times for the purpose of inspection,
cleaning, repairing or improving the Leased Premises or other premises in the
Building, including, not limited to, the right, but not the obligation, to
install, maintain, use, repair, and replace the pipes, ducts, conduits, and
wires leading through the Leased Premises, provided, that such entry shall be
accomplished in a manner that will cause as little interference with and
inconvenience to the Tenant's use as is reasonable under the circumstances. Any
interference with or inconvenience to the Tenant arising out of the exercise by
Lessor of the rights set forth in this paragraph shall not constitute a breach
by Lessor of any of its agreements in this Lease, and shall not result in any
diminution of rent or liability on the part of Lessor by reason of
inconvenience, annoyance or injury to Tenant's business. Lessor, or its agents,
shall have the right to exhibit the Leased Premises to prospective tenants or to
prospective purchasers at any time upon reasonable notice to Tenant.
12. DAMAGE BY FIRE OR OTHER CASUALTY.
If the Leased Premises are damaged or destroyed by fire or other casualty,
and such damage or destruction is certified within a reasonable period of time
thereafter, in writing, by a licensed contractor to be repairable within thirty
(30) days after the date of such occurrence, this Lease shall remain in full
force and effect, and Lessor, subject to the provisions hereinafter set forth,
shall proceed with due diligence to repair such damage or destruction, at its
expense, and in that event, there shall be a proportionate abatement of rent and
all other charges for so much of the Leased Premises as may be untenantable
until repair or restoration.
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If the Leased Premises are damaged or destroyed as above stated and cannot
be repaired within thirty (30) days, either Tenant or Lessor may terminate this
Lease.
13. ASSIGNMENT OR SUBLEASE.
Tenant may not, voluntarily or by operation of law, assign or transfer this
Lease, or sublease the whole or any part of the Leased Premises, without the
prior written consent of Lessor, which consent will not be unreasonably
withheld.
14. NOVATION IN THE EVENT OF A SALE BY LESSOR.
In the event of the sale of the Leased Premises, Lessor shall be and hereby
is relieved of all of the covenants and obligations created hereby and such sale
shall result automatically in the purchasers assuming and agreeing to carry out
all the covenants and obligations of Lessor herein; provided, however, that
Lessor shall not be released from any claim resulting from a default of Lessor
occurring prior to the date of such sale.
15. REMEDIES OF LESSOR.
In the event that during the term of this Lease any of the following occur:
1. Tenant shall have failed to pay any installment of rent or any
other charge provided herein, or any portion thereof, when the
same shall be due and payable, and the same shall remain unpaid
for a period of ten (10) days after the same is due; or
2. Tenant shall have failed to comply with any other provision of
this Lease, and shall not have cured such failure within thirty
(30) days after Lessor, by written notice, has informed Tenant of
such noncompliance; provided, however, in the case of a default
within a period of thirty (30) days, Tenant shall have such
additional time to cure such default as may be reasonably
necessary, provided Tenant proceeds promptly and with due
diligence to cure such default after receipt of said notice;
the Lessor upon written notice to Tenant may elect either (i) to cancel and
terminate this Lease, and this Lease shall not be treated as an asset of
Tenant's estate, or (ii) to terminate Tenant's right to possession only without
canceling and terminating Tenant's continued liability under this Lease.
Notwithstanding the fact that initially Lessor elects under (ii) to terminate
Tenant's right to possession only, Lessor shall have the continuing right to
cancel and terminate this Lease by serving ten (10) days written notice on
Tenant of such further election, and shall have the right to pursue any remedy
at law or in equity that may be available to Lessor.
16. DEFAULT BY LESSOR.
Lessor shall not be deemed to be in default under this Lease until Tenant
has given Lessor written notice specifying the nature of the default which
Lessor is obligated to cure, and Lessor does not cure such default within ten
(10) days after receipt of such notice; provided, however, in the case of
default which cannot be cured, with due diligence, within a period of ten (10)
days, Lessor shall have such additional time to cure default as may be
reasonably necessary, provided Lessor proceeds promptly and with due diligence
to cure such default after receipt of said notice.
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17. SIGNS; WINDOW COVERINGS.
Tenant shall not place or cause to be placed any sign or lettering on the
exterior of the Building, in the halls or other common areas, or on the Leased
Premises without the prior written consent of Lessor. Tenant shall have the
right to place a sign or lettering on the entrance to the Leased Premises, and
on any sign directory provided by Lessor, provided the location, style, text,
size and color are first approved in writing by Lessor. Any sign or lettering
not so approved may be removed by Lessor at Tenant's expense.
18. CONDITION OF LEASED PREMISES AND LESSOR'S PROPERTY AT TERMINATION.
At termination of this Lease, Tenant shall vacate and deliver the Leased
Premises, all partitions, improvements, alterations and other property of Lessor
to Lessor in as good order and condition as the same were in on the commencement
date, reasonable wear and tear excepted.
19. NOTICES.
All notices and communications of similar legal import from either Lessor
or Tenant to the other shall be in writing and shall be considered to have been
duly given or served if sent by first class mail, postage prepaid, or hand
delivered to the party or parties at its address set forth below, or to such
other address as such party may hereafter designate by written notice to the
other party or parties.
If to Lessor, to:
Les Work, Inc.
0 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxx 00000
If to Tenant, to: CC to:
Xxxxx Xxxxxxxx Xxxx Xxxxxxx
Chief Financial Officer The St. Xxxx Building
Hanover Capital Partners, LTD. 0 Xxxx Xxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxx 000 Xx. Xxxx, XX 00000
Xxxxxx, XX 00000
20. GOVERNING LAW.
This Lease shall be subject to and governed by the laws of the State of
Minnesota, and all questions concerning the meaning and intention of the terms
of this Lease and concerning the validity hereof and questions relating to
performance hereunder shall be adjudicated and resolved in accordance with the
laws of that state, notwithstanding the fact that one or more of the parties now
is or may hereafter become a resident of a different state.
21. SHORT FORM LEASE.
Neither party shall record this Lease without the written consent of the
other party; however, upon the request of either Lessor or Tenant, the other
party shall join in the execution of a memorandum or so-called "short form" of
this Lease for the purpose of recordation. Said memorandum or short form of this
Lease shall describe the parties, the Leased Premises, the term of this Lease,
any special provisions, and shall incorporate this Lease by reference. Any fees
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required to be paid in order to record such memorandum or short form of this
Lease shall be paid by the party desiring to record such memorandum or short
form of this lease.
22. SERVICES.
Lessor shall contract with a person or entity to provide to Tenant on a
fee-for-services basis, secretarial and word processing services, postage
machine use based on actual Tenant usage, fax sending and receiving, delivery
and pick-up, long distance telephone based on actual usage, second line
telephone answering and photocopying, and the current rates for said services
are set forth in Exhibit B attached hereto.
Lessor shall also provide a telephone answering service for Tenant and a
receptionist during normal weekday business hours as prescribed by the Lessor.
Lessor owns the telephones and telephone system used at 0 Xxxx Xxxxx Xxxxxx.
Lessor shall maintain the telephones and telephone system during the term of
this Lease and shall provide one telephone in each office. Lessor shall provide
telephone services as listed on Exhibit C at an additional charge as set forth
in Exhibit C.
Each additional person "officed" out of Leased Premises will be provided
answering services during normal weekday business hours, and 1 additional
telephone and voice messaging box for the additional fee as set forth in Exhibit
X.
Xxxxxx shall provide photocopying equipment during the term of the Lease
for use in common by other tenants. Lessor shall provide a mail box, cleaning
and janitorial service, a lobby office directory, name plates for the exterior
door of the Leased Premises and blinds for office windows.
Tenant shall not install, or have installed, any telephone lines, for the
purpose of fax, modem, telephone usage, '800' numbers or any other purpose,
without prior written consent by Lessor. Lessor has the option to install or
provide such services, for the Tenant, using Lessor's telephone vendor, at an
additional charge as set forth by Lessor. All Long Distance calls placed by
Tenant, on Lessor's telephone system, shall be made through Lessor's Long
Distance Vendor.
The parties hereto have duly executed this Agreement of Lease effective as
of the date and year first above written.
LESSOR:
Saint Xxxx Executive Office Suites Inc.
BY: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
ITS: President
TENANT:
BY: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
ITS: Managing Director
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[LOGO]
EXECUTIVE SUITES & EXHIBIT A
BUSINESS SUPPORT
0 XXXX XXXXX XXXXXX
THE XXXXX XXXX XXXXXXXX, XXXXX 000
XXXXX XXXX, XXXXXXXXX 00000
[Seventh Floor Layout]
[Eighth Floor layout]
[Ninth Floor Layout]
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EXHIBIT B
PRICING GUIDELINE
COMPUTER SERVICES
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Word Processing $25.00/hr.
Enhanced W.P. $32.50/hr. Spiral binding
Desktop Pub. $40.00/hr. Binding only $1.95
Minimum for $15.00 Cardstock/vinyl cover $1.00
designing letterhead Velo binding
Mail Merge $2.50/name Binding Only $2.25
Includes Typing address, merging,
printing, stuffing, sealing & sticking
labels on env. Postage not included.) LASER PRINTING
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Letter size (8 1/2" x 11") $1.00
CLERICAL SERVICES Legal size (8 1/2" x 14") $1.00
----------------- Color Laser Prints $2.95
General Clerical $18.00 Labels, env. $.50
Folding, Stuffing Env. $.05/each
Postage Cost + 20%
PHOTO COPIES & SUPPLIES
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FAXING SERVICES Letter (8 1/2" x 11") $.07
--------------- Legal (8 1/2" x 14") $.07
Sending Colored paper (as available) $.20
Local $1.00/page Cardstock (as available) $1.00
Long Distance $2.00/page Bond Paper $.25
International $4.00/page Bond Envelope $.20
Receiving Business envelopes $.10
Local/Long Distance $1.00/page Transparencies
(B&W + Printing) $2.00
SERVICES Color Copies $.60
-------- Color Transparencies
Page of labels $2.00 (+ Printing) $3.00
Page of labels & printing $3.00 Large Env. $1.00
Outputting data to disk $3.00 Manila Folders $1.00
One page resume $35.00
(Includes 1 laser copy and 10 copies)
Two page resume $45.00 CONFERENCE ROOMS
(Includes 1 laser copy and 10 copies) ----------------
Three page resume All locations available:
(Includes 1 laser copy and 10 copies) $55.00 Tenants $10.00/hr.
Non-tenants $15.00/hr.
FOR YOUR PROTECTION...Les Work utilizes Industry Production Standard guidelines
published by the National Association of Secretarial Services and Executive
Suite Network for computing time charged for document production and
non-keyboarding services.
Industry Production Standards are based on average time required in the
performance of specific duties for project production by a professional
wordprocessing operator.
By accepting work performed or services agreed upon, client assumes full
responsibility for proofreading and accuracy of documents. Any errors or
omissions found hereafter are not the responsibility of Les Work. Prices
subject to change with a 60 day notice.
*Services subject to priority rate if less than 24 hour notice.
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EXHIBIT C
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LES WORK TELECOMMUNICATIONS
SERVICE AGREEMENT
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This Telecommunication Service Agreement is made between Saint Xxxx Executive
Office Suites d.b.a. Les Work Executive Suites & Business Support ("Lessor") and
Hanover Capital Partners, LTD. ("Tenant"). This Telecommunication Service
Agreement covers the basic telecommunications package as listed below and will
run concurrent with Hanover Capital Partners, LTD.'s lease.
1. BASIC PHONE PACKAGE
Total # 1
Telephone Answering
Voice Messaging Box
Phones (1 person) $130.00 INCLUDED IN LEASE
------- RATE
ADDITIONAL SERVICES
Remote call transferring -------
Additional DID lines -------
Hunting -------
Pink Slip Messaging and Message Pass-on -------
Fax &/or Modem Line $ 40.00
-------
Calling Cards -------
TOTAL ADDITIONAL CHARGES: $ 40.00
Charges to Tenant for services will be billed monthly and are payable on or
before the 10th day of the month. If payment is not received by Lessor on
or before the 10th day of each month, the Tenant will pay a late charge of
18%, however, in the event this rate exceeds the maximum interest rate
allowed by law, then the rate charge will be the highest rate permitted
under the law.
Prices subject to change with addition or deletion of lines/hardware. Any
increases due to change of pricing/services involving phone vendors or long
distance carriers would be with 60 days notice.
2. TELECOMMUNICATIONS PACKAGE
Lessor will make available to Tenant, a telecommunications package which
will consist of some combination of telephone numbers, lines, optional
features such as voice mail, long distance, calling cards, and directory
listing. All components of the telecommunications package including any
telephone numbers used by Tenant will remain at all times the property of
Lessor and Tenant will acquire no rights in the components beyond the terms
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specified by Lessor. All equipment will be covered under maintenance paid
by Lessor unless damage is caused by Tenant's negligence. In the event that
any toll fraud is traceable to telecommunications services employed by
Tenant, Tenant will reimburse Lessor for all charges associated with the
toll fraud. This may include, but is not limited to, unauthorized use of
calling cards or telephone lines. Lessor accepts no responsibility for
Tenant's Yellow Pages advertising.
Tenant shall not install, or have installed, any telephone lines, for the
purpose of fax, modem, telephone usage, '800' numbers or any other purpose,
without prior written consent by Lessor. Lessor has the option to install
or provide such services, for the Tenant, using Lessor's telephone vendor,
at an additional charge as set forth by Lessor. All Long Distance calls
placed by Tenant on Lessor's telephone system, shall be made through
Lessor's Long Distance Vendor.
3. RETURNED CHECK
If a check is returned for any reason at all, Tenant will pay an additional
charge of $25.00 per returned check. If a check is returned, then, for the
purposes of calculating late charges or events of default, it will be as if
the payment represented by the check had never been made.
4. TENANT CONTACT
The person specified here: Xxxxx Xxxxxxxx and Xxxx Xxxxxxx are the Tenant
contacts. In the event of a corporate dissolution, partnership dissolution,
or internal Tenant dispute, all mail, telephone messages, Tenant Property,
etc., will be delivered to the Tenant contact only.
ALL PARTIES HAVE READ THE ABOVE PAGES AND
AGREE TO ALL TERMS AND PROVISIONS.
ST. XXXX EXECUTIVE OFFICE SUITES, INC. (LES WORK INc.)
TENANT: LANDLORD: LES WORK INC.
HANOVER CAPITAL PARTNERS, LTD.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
Its: Its:
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Managing Director President
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PARKING ADDENDUM
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This is Addendum I to the lease dated January 8, 1997 by and between
Hanover Capital Partners, LTD. (Tenant) and St. Xxxx Executive Office Suites
(d.b.a. LesWork, Inc.) (Lessor).
Lessor agrees to provide 1 parking space in the Xxxxx Parking Garage no
later than February 1, 1997. The price shall be $145.00 per month. (This price
is subject to change upon notification by the Garage to Lessor of any rate
increases.)
Failure to provide this parking spot shall render the foregoing Lease null
and void at the Tenant's discretion.
TENANT LESSOR
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Hanover Capital Partners, LTD. St. Xxxx Executive Office Suites, Inc.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
Its: Managing Director Its: President
