EXHIBIT 10.22
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of November 4, 2003,
between BROOK 35 OFFICE SUITES, LLC dba PREMIER EXECUTIVE SUITES, a Washington
limited liability company ("Premier"), and RECALL MAIL CORP., a Delaware
Corporation ("Client").
1. BASIC TERMS
-----------
1.1 Client shall occupy Office No(s). 32 (the "Suite"), being a part of
Premier Executive Suites (the "Executive Suites"), located at Brook 35
Shopping Center (the "Shopping Center").
1.2 Notices shall be delivered to the parties hereto at:
Premier Client
------- ------
Premier Executive Suites Xxxxx Xxxxx
0000 Xxxxxxx 00, Xxxxx 000 Recall Mail Corp.
Sea Xxxx, XX 00000 000 Xxx Xxxxx Xxxx
000-000-0000 - phone Xxxxxx, XX 00000
000-000-0000 - fax 000-000-0000 - phone
xxxxx@xxxxxxxx.xxx
Referring Broker: N/A
Real Estate Company Name:
Real Estate Company Name:
Wherever in this Agreement it shall be required or permitted that notice,
approval, advice, consent or demand be given or served by either party to
this Agreement to or on the other, the same shall be given or served, and
shall not be deemed to have been duly given or served unless in writing
and forwarded by nationally recognized courier or certified or registered
mail, addressed to the addresses of the parties as specified hereinabove.
Notice shall be deemed given when so mailed and addressed. Either party
may change such address by written notice forwarded to the other.
1.3 The term of this Agreement shall be for THREE (3) months (the "term") and
shall commence December 1, 2003 (the "commencement date") and shall
terminate February 29, 2004, unless extended pursuant to Paragraph 2.1.
Premier is not responsible if it cannot give the Client possession of the
Suite at the start of this Agreement. However, rent will only be charged
from the date on which possession of the Suite is made available to the
Client. The deferral of Client's obligations to pay such rent will be full
satisfaction of all claims that Client may have as a result of such
delayed delivery of possession. If Premier cannot give possession within
30 days after the starting date, the Client may cancel this Agreement.
1.4 Client will pay Premier as monthly rental for the Suite and fees for Suite
Services provided by Premier (the "Fixed Rent") as follows:
MONTHLY FIXED RENT
------------------
Office #32 (furnished for 1) $825.00
Telephone (1) $ 49.95
Fax/Modem (1) $ 24.95
Internet Access(1) $ 70.00
TOTAL $969.90
Monthly Fixed Rent shall be paid in advance, without notice, demand,
offset, or counterclaim, on the first day of each month. Rent will be paid
at Premier's address. Fees for any additional Suite Services requested by
Client will be due and payable no later than ten (10) days following the
first of the month. Client shall have a period of ninety (90) days from
the date that rent is due within which to notify Premier of any dispute
Client may have regarding such charges. Failure to notify Premier within
such ninety (90) day period shall constitute a waiver on the part of
Client to dispute such rental charges. A late charge of five percent (5%)
will be assessed in accordance with Paragraph 6.5 against any past due
balance not paid in full by the tenth day of the month in which it is due.
Upon signing this Agreement, Client will pay to Premier the set up fees as
set forth in the Opening Charges Invoice. If the term of this Agreement
begins on other than the first day of a month rent will be prorated on a
per diem basis.
1.5 Client shall pay upon the signing of this Agreement the sum of $1,700.00,
which shall not bear interest to Client and shall be held by Premier in
such manner as Premier may deem appropriate. Said sum shall be held by
Premier as security for the faithful performance by Client of all of the
obligations of this Agreement to be kept and performed by Client. If
Client defaults with respect to any provision of this Agreement, or should
Premier make any payment on behalf of Client, Premier may (but shall not
be required to) use, apply or retain all or any part of said deposit for
the payment of any other amount which Premier may spend or become
obligated to spend by reason of Client's default. If the Client shall have
fully complied with all of the terms and conditions of this Agreement,
said sum so paid, or its then remaining balance, shall be refunded to
Client within thirty (30) business days after the termination of this
Agreement.
1.6 Client shall have the right to use the Suite during the term of this
Agreement for the purposes of general office usage, and for no other
business or other purpose. Client acknowledges that Xxxxxxx Xxxxx Xxxxxx
has an exclusive right to be the sole securities firm at the Shopping
Center. Client agrees that it is not in the securities business and will
not operate as a securities firm. Client shall procure and maintain all
licenses and permits legally necessary for the operation of Client's
business and allow Premier to inspect them on request.
Client is prohibited from bringing to the Suite or using Client's own
telephone system, photocopy machine, refrigerator, microwave, and/or
coffee machine.
1.7 The term "common areas" as used in this Agreement shall include the lobby,
conference room, hallways, corridors, vestibules, and public restrooms
provided by Premier for the
2
convenience and non-exclusive use of clients of the Executive Suites,
their employees, Customers and invitees, subject to the rules and
regulations set forth herein.
2. RENEWAL
-------
2.1 This Agreement shall automatically renew for an additional term(s) unless
notice of termination is given in writing by either party not less than
sixty (60) days prior to the end of this term or any extension thereof.
Premier shall give written notice to Client of any increase to office(s)
and/or services sixty (60) days prior to the end of the term.
3. OCCUPANCY LIMITATION
--------------------
3.1 Client agrees that no more than ONE (1) full-time occupant(s) will occupy
the Suite for the purposes stated under Paragraph 1.6. In the event Client
shall increase the number of full-time occupants, Client will be charged
the sum of $100.00 per month for each such additional occupant.
4. SERVICES AND CARE OF SUITE
--------------------------
4.1 Premier shall furnish the Executive Suites, at Premier's expense, with
electricity for lighting and low-power usage office machines; mechanical
cooling, heating and ventilation at such times as Premier normally
furnishes this service to other clients of the Executive Suites and at
such temperatures and in such amounts as are considered by Premier to be
standard. Premier shall also provide janitorial service, lamp replacement
for Premier-furnished lighting, toilet room supplies, perimeter window and
partition glass washing with reasonable frequency. Premier shall not be
liable for any loss or damage caused by or resulting from any variation,
interruption or failure of such Services due to any cause whatsoever, and
no temporary interruption or failure of such services incident to the
making of repairs, alterations or improvements or due to accident or
strike conditions shall be deemed as an eviction of Client or relieve
Client from any of Client's obligations hereunder. Client shall install
within the Suite only normal and customary. office equipment which does
not have high-power electrical usage. If Client has special electrical,
wiring or other requirements (such as for computers located within the
Suite), Client shall bear the cost of furnishing, installing, operating
and maintaining the equipment and appurtenances necessary to satisfy these
requirements. Any modification to the Suite that is required to meet these
special needs will be performed only after first receiving prior written
approval from Premier and only by contractors or personnel specifically
approved by Premier. Client shall have access to the Suite twenty-four
hours a day, seven days a week.
4.2 Client shall keep the Suite neat, clean and in a sanitary condition and
shall at all times preserve it in as good condition and repair as it was
at the commencement of this Agreement, reasonable use and wear or damage
due to casualty excepted. If Client shall fail to do so, Premier may at
its option place the Suite into the condition and state of repair agreed
upon, and in such case the Client, on demand, shall pay the cost thereof.
Premier may at all reasonable times enter the Suite to inspect, clean,
repair, alter or improve the Suite. Client agrees to use chair and desk
floor mats in the Suite. Any damage from failure to use such floor mats
will be the responsibility of Client. Client shall not change the locks on
the Suite nor add additional locks to the Suite.
3
4.3 Client shall not make any alterations, additions or improvements in or to
the Suite without the prior written consent of Premier. Client shall not
add, disturb or in any way change any plumbing, wiring, ducting, walls,
ceiling or flooring, except as may be approved by Premier pursuant to
Paragraph 4.1 hereinabove.
4.4 Client shall not cause or permit any hazardous substance to be used,
stored, generated, or disposed of on or in the Suite or anywhere within
Executive Suites by Client, Client's agents, employees, or invitees.
Hazardous substance means any substance that is toxic, ignitable,
reactive, or corrosive and that is regulated by any applicable
governmental agency. Client is prohibited from utilizing heating and
cooling devices not provided by Premier.
5. ASSIGNMENT AND SUBLETTING
-------------------------
5.1 Client shall neither assign, encumber, or otherwise transfer this
Agreement nor sublet the whole or any part of the Suite.
6. DEFAULT
-------
6.1 All rights and remedies of Premier herein enumerated shall be cumulative,
and none shall exclude any other right or remedy allowed by law. No
failure by Premier to exercise any right or remedy or to insist upon
strict performance following a default by Lessee shall constitute a waiver
of such default by Premier.
6.2 If any one or more of the following events occur, said event or events
shall hereby be classified as a "default":
(a) if Client fails to pay Fixed Rent, rent for Suite Services or any
other charges required to be paid by Client when same shall become
due and payable and such failure continues for ten (10) days;
(b) if Client attempts or purports to transfer, assign, or encumber this
agreement or any of Client's interest hereunder;
(c) if Client shall fail to perform or observe any terms and conditions
of this Agreement not specifically referenced in the other
subparagraphs of this Paragraph 6.2, and such failure shall continue
for ten (10) days after written notice from Premier;
(d) if Client occupies, uses or stores any personal or business property
in any unrented office in the Executive Suites, or stores any
personal or business property in any common area, and fails, after
notice, to remove or pay the reasonable value thereof; or
(e) if Client has not disclosed the true nature and purpose of Client's
business, or has engaged in an enterprise other than that set forth
in Paragraph 1.6, or has provided false or misleading information on
which Premier has relied in entering into this Agreement.
4
6.3 Should a default occur under this Agreement, Premier may pursue any or all
of the following:
(a) Premier may terminate this Agreement by giving five (5) days'
written notice of such termination to Client, whereupon this
Agreement shall automatically cease and terminate and Client shall
be immediately obligated to vacate the Suite. Any other notice to
vacate or notice of Premier's intention to re-enter the Suite is
hereby expressly waived. If Premier elects to terminate this
Agreement, everything contained in this Agreement on the part of
Premier to be done and performed shall cease without prejudice,
subject, however, to the right of Premier to recover from Client all
rent and any other sums due Premier.
(b) Upon termination of this Agreement pursuant to Paragraph 6.2(a),
Premier may proceed to recover possession of the Suite under and by
virtue of the provisions of the laws of the jurisdiction in which
the Shopping Center is located, or by such other proceedings,
including re-entry and possession, as may be applicable.
(c) In the event of termination of this Agreement by Premier the rent
reserved for the balance of the term, shall at the option of the
Premier, become immediately due and payable. Such amount shall bear
interest from the date of default at fifteen percent (15%) per
annum. Such payment shall fully discharge Client's obligation to pay
rent under this Agreement.
(d) Should this Agreement be terminated before the expiration of the
term by reason of Client's default as hereinabove provided, or if
Client shall abandon or vacate the Suite before the expiration or
termination of the term without having paid the full rental for the
remainder of such term, Premier shall have the option to relet the
Suite for such rent and upon such terms as are not unreasonable
under the circumstances and, if the full rental reserved under this
Agreement (and any of the costs, expenses or damages indicated
below) shall not be realized by Premier, Client shall be liable for
all damages sustained by Premier, including, without limitation,
deficiency in rent, reasonable attorneys' fees, brokerage fees and
expenses of placing the Suite in first class rentable condition.
6.4 Client shall have a period of three (3) days from the date of written
notice from Premier to Client within which to cure any default in the
payment of Fixed Rent, rent for Suite Services and other sums due
hereunder, Client shall have a period of ten (10) days from the date of
written notice from Premier to Client within which to cure any other
default hereunder.
6.5 If any installment of rent due from Client is not received by Premier
within ten (10) days following the due date, Client shall pay to Premier
an additional sum of five percent (5%) of the overdue rent as a late
charge. The parties agree that this late charge represents a fair and
reasonable estimate of the costs that Premier will incur by reason of late
payment by Client. Acceptance of any late charge shall not constitute a
waiver of Client's default with respect to the overdue amount, nor prevent
Premier from exercising any of the other rights and remedies available to
Premier.
5
6.6 Notwithstanding anything to the contrary contained herein, if any payment
of rent or any other amount owing is not received by the 20th day of the
month for which it is due, Client's access to the Executive Suites and the
Suite and all rights to the common areas and facilities of the Executive
Suites shall be interrupted until payment is received and, additionally,
upon payment of a $150.00 per person reconnection fee. Upon Premier's
receipt of payment, access to the Suite and right to use the common areas
and facilities shall be restored.
6.7 The terms "rent" and "rental" as used herein and elsewhere in this
Agreement shall be deemed to be and mean the Fixed Rent, rent for Suite
Services, all additional rents, rental adjustments, and any and all other
sums, however designated, required to be paid by client hereunder.
7. FIRE OR OTHER CASUALTY
----------------------
7.1 If the Suite or the Executive Suites are destroyed or rendered
untenantable by fire or other unavoidable casualty, Premier shall have the
right to terminate this Agreement. Premier shall not be responsible for
any loss or damage to Client's property or for any loss resulting from
business interruption.
8. INSURANCE AND INDEMNIFICATION
-----------------------------
8.1 Premier has blanket liability insurance coverage for the common areas in
the executive Suites. Premier's insurance does not cover the Client's
rented Suite nor Client's property in the Suite and the Executive Suites.
Premier shall not be liable to Client, or to any other person for any
damages on account of loss, damage, fire or theft of any personal or
business property left in the Suite or Executive Suites. Premier suggests
Client obtain appropriate insurance cover to protect Client's interests.
Client shall avoid doing or performing any act which may void all or any
part of Premier's insurance or which may increase Premier's cost of
insurance.
8.2 Premier and Client release each other from liability and waive all right
of recovery against each other for any loss from perils insured against
under their respective policies for damages caused by fire or other
insured perils.
8.3 Client agrees to indemnify and save harmless Premier and its agents and
employees from and against all loss expenses (including costs and
attorneys' fees), and liability imposed by law upon the Premier for
damages because of bodily injury, including death at any time resulting
therefrom, sustained by any person or persons or on account of damage to
property, including loss of use thereof, arising out of the use and
occupation of the Suite or the Shopping Center, whether such injury to
persons or damage to property is due or is claimed to be due to the
Premier, its agents or employees, except only such injury or damage as
shall have been occasioned by the sole negligence of the Premier.
9. TERMINATION
-----------
9.1 Client has the right to terminate this agreement early if Client's
telecommunications service, mail or access to the office(s) is cut for a
period of ten (10) concurrent business days.
6
Upon the expiration or termination of this Agreement, Client shall
promptly and peacefully surrender the Suite and its keys to Premier in as
good condition as when received by Client from Premier or as thereafter
improved, reasonable use and wear and tear excepted. Subject to the other
terms of this Agreement, Client shall, at its expense, remove all property
of Client and repair damage caused by such removal. Any property left in
the Suite after the expiration or termination of the Agreement shall be
deemed to have been abandoned and the property of Premier to dispose of as
Premier deems expedient; provided, however, that Client shall be liable
for all costs associated with the disposal of such property.
9.2 Client agrees that there will be a repainting fee of $100.00 for any
office of 130 square feet or less that is occupied three months or less
and a repainting fee of $175.00 for each office larger than 130 square
feet that is occupied less than three months. This fee will be due and
payable upon the termination of this Agreement.
9.3 Upon the termination of this Agreement, it shall be Client's
responsibility to notify all who may be interested in the Client's change
of address. The Client shall also be financially responsible for any mail
forwarding subsequent to termination.
9.4 Notwithstanding any other provision contained herein, if for any reason
the term of Premier's Lease for the Executive Suites shall terminate prior
to the expiration date of this Agreement, this Agreement shall terminate
concurrently with the termination date of the Premier's Lease, and both
Premier and Client are released from any obligations arising after such
termination. Nothing contained herein shall be construed to require
Premier to make any election under Premier's Lease which would cause this
Agreement to continue beyond any date that Premier's Lease would otherwise
terminate or be terminable.
10. RULES AND REGULATIONS
---------------------
10.1 Client agrees to comply with and observe all reasonable rules and
regulations established by Premier for all clients in the Executive Suites
as set forth in Exhibit A and as may be modified from time to time.
11. HIRING RESTRICTION
------------------
11.1 Client acknowledges and agrees that Premier has a vested interest in
Premier's employees ("Employees") as a result of the time and money
invested in the hiring and training of Employees for the operation of the
Executive Suites. Client agrees not to offer or accept for hire any of
Premier's Employees (i) at any time during the term or this Agreement or
any extension thereof, (ii) for a period of six (6) months following the
termination of this Agreement, and (iii) for a period of sixty (60) days
following an Employee's termination of employment with Premier. Premier
and Client covenant and agree that because of the difficulty or
impossibility of determining Premier's damages from Client's failure to
fully comply with the terms of this Paragraph 11.1, Client agrees to make
a "reimbursement payment" to Premier in the amount of Ten Thousand Dollars
($10, 000). Such reimbursement payment is agreed by Premier and Client to
be a good faith and reasonable estimate of Premier's actual damages, and
shall be deemed to be liquidated damages.
7
WITNESS the signatures of the parties hereto, this 11th day of November,
2003.
PREMIER: CLIENT:
PREMIER EXECUTIVE SUITES RECALL MAIL CORPORATION
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxx
------------------------------------- ----------------------------------------
Xxxx Xxxxxxx (Name) Xxxxx Xxxxx (Name)
------------------------------- ----------------------------------
Title: General Manager Title: President
------------------------------- ----------------------------------
8
EXHIBIT A
RULES AND REGULATIONS
1. Proper business attire is requested.
2. No signs, advertisement or notice, other than provided by Premier
Executive Suites, shall be inscribed, painted, or affixed on any part of
Executive Suites, its corridors, doors or common areas.
3. Entries, hallways, corridors, vestibules, stairways, and elevators shall,
not be obstructed by any clients, their employees or agents, or used for
purposes other than ingress to and egress from their respective suites.
4. No windows or other openings that reflect or admit light shall be covered
or obstructed by Client. No bottles, parcels or other articles shall be
placed on the window xxxxx, in the hallways or in any other common areas
of the Executive Suites.
5. No dogs or other animals or pets of any kind will be allowed in the
Executive Suites, except service animals as required by law.
6. No portion of the Executive Suites or the Shopping Center may be used for
the sale, manufacture or use of narcotics, liquor or tobacco in any form.
Smoking is strictly prohibited in the Executive Suites.
7. Clients may not conduct business in the hallways, reception area or any
other area except in their designated suites without the prior written
consent of Premier.
8. No person shall disturb the occupants of the executive Suites by use of
any musical instruments, audio equipment, the making of unseemly noises,
or any unreasonable use.
9. Clients and their employees shall park their cars only in the rear of the
building of which Executive Suites is a part and shall observe and comply
with all posted signage regulating traffic and parking.
10. No portion of the Executive Suites shall be used for the purpose of
lodging rooms or for any immoral or unlawful purposes.
11. Client is entitled to eight (8) hours of conference room time per month
per office at no additional charge. Reservation of the conference room
and/or private office must be made in advance. Time will be scheduled in
one-half hour minimum increments and scheduled within business hours.
Cancellation of reservations must be made twenty-four hours prior to the
scheduled reserved time, otherwise client will be charged for the
scheduled time. The conference room and private office is available Monday
through Friday from 8:30 a.m. to 5:00 p.m. If after hours use is required,
prior approval will be needed from the Executive Suites' Manager and
additional charges will apply. Conference room and/or private office will
be left clean and in good order. Client is liable for any damage done to
the conference room, private office or the Executive Suites.
9
PREMIER
EXECUTIVE
SUITES
September 30, 2004
Xx. Xxxxx Xxxxx
Recall Mail Corp
000 Xxx Xxxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxxx:
This tatter serves as a reminder that your Agreement with Premier Executive
Suites is coming up for renewal on December 1, 2004.
As per Paragraph 2.1 of your Agreement with Premier Executive Suites, your term
will be extended to October 31, 2005, unless notice of termination is given in
writing not less than forty-five (45) days prior to the end of this term or any
extension thereof.
Commencing December 1, 2004 your monthly office rent will be $860.00 per month.
Please contact me if you have any questions. We appreciate your business!
Very truly yours,
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
General Manager
--------------------------------------------------------------------------------
0000 Xxxxxxx 00, Xxxxx 00 Xxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
ph: 000 000-0000 - fax: 000 000-0000
www.premieroffices .com
10
