OFFICE SERVICE AGREEMENT
THIS AGREEMENT IS MADE THIS 17 DAY OF DECEMBER, 1999, BY AND BETWEEN VANTAS -
FREEHOLD ("CENTER") HAVING OFFICES KNOWN AND NUMBERED AS SUITE 1000 ("the
Facility") in the building located AT ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(THE "BUILDING") AND IMPACT SOLUTIONS INCORPORATED, A DELAWARE CORPORATION
("CLIENT") A(N) (CORPORATION, PARTNERSHIP, INDIVIDUAL) WITH AN ADDRESS OF ▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ FOR A TERM OF 24 MONTHS, COMMENCING OF
THE 1ST day of FEBRUARY, 2000 AT 9 A.M. (THE "COMMENCEMENT DATE") AND ENDING ON
THE 31ST DAY OF JANUARY, 2002 at 5 p.m. (the "Initial Term") unless renewed in
accordance with Paragraph 3.
In consideration of the foregoing the parties for themselves, their
heirs, legal representatives, successors and assigns, agree as follows:
1. CENTER'S OBLIGATIONS.
a. Subject to the terms and conditions of this Agreement, Center hereby
agrees to provide Client for the Term (as defined below in Paragraph
3): (a) the exclusive use of Furnished Private Office(s) number(s) 38,
39, 40, 41, located in the Facility (the "Premises"); and (b)
non-exclusive use of the following services:
o Furnished, Decorated Reception Room with Professional Receptionist
o Personalized Telephone Answering During Office Hours
o 24 hour Voicemail
o 12 hours of Conference Room per month subject to prior scheduling
and use by other Clients
o Corporate Identity on Lobby Directory where Available
o Receipt of Mail and Packages
o Complete Kitchen Facilities with Coffee Service
o Utilities and Maintenance
o HVAC During Normal Business Hours
o Janitorial Services
o 8 hours per month courtesy use of other VANTAS affiliated
facilities. Locations subject to current affiliation and
availability.
o CLIENT SHALL HAVE 24 HOUR ACCESS, 7 DAYS A WEEK TO CENTER WITH
SECURITY ACCESS CODE BEING USED AFTER NORMAL BUSINESS HOURS.
b. If, for any reason, Center cannot deliver possession of the Premises to
Client on the Commencement Date, this Agreement will remain in full
force and effect; however, there will be an abatement of the Monthly
Office Charge for the period between the Commencement Date and the date
that the Premises are delivered to Client.
2 USE.
THE PREMISES WILL BE USED BY CLIENT SOLELY FOR (GENERAL SALES) and each other
normally incident uses and for no other purposes in strict accordance with the
Operation Standards, which are annexed hereto as Schedule A. Client will not
offer at the Premises any services which Center provides to its Clients,
including, but not limited to those services described in Paragraph 1. Client
will not make nor permit to be made any use of the Premises, Facility or
Building which would ?? any of the terms of this Agreement or which, directly or
indirectly, is forbidden by law, rule or regulation, which may be dangerous to
life, limb or property or which could in any way impair, interfere or tend to
impair or interfere with the high quality character, reputation or appearance of
the Building or the Facility or with any services performed by Center for Center
or for others. The foregoing provisions will also apply to Client's Users (as
defined in Paragraph 9).
3. RENEWAL.
Upon expiration of the Initial Term and on any subsequent renewal term (each, a
"Renewal Term" and together with the Initial Term, the "Term") of this
Agreement, the Agreement automatically will be extended for the same period of
time as the Initial Term and upon the same terms and conditions as herein
contained except for the amount of the Monthly Office Charge (as defined in
Paragraph 1) then in effect, which will each be increased by seven percent (7%),
unless either party notifies the other in writing within the period hereinafter
specified that the Agreement will not be extended. If Client has less than three
offices, such notice will be given at least sixty (60) days prior to the
expiration of the Initial Term of the Renewal Term, as the case may be. If
Client has three or more offices, such notice will be given at least ninety (90)
days prior to the expiration of the Initial Term OR the renewal term, as the
case may be. HOWEVER, VANTAS SHALL BE OBLIGATED TO SEND A LETTER 5 DAYS IN
ADVANCE OF SUCH NOTICE PERIOD.
4. MONTHLY OFFICE CHARGE.
a. For and during the Term of this Agreement, Client will pay to Center,
on or before the first day of each month after the Commencement Date,
the sum $3625.00 as Monthly Office Charge (subject to increase in
accordance with Paragraph 3 above) for the Premises. If any payment of
Monthly Office Charge or other charge due under this Agreement is not
received within five (5) calendar days after its due date, the Client
will also pay, in addition to Monthly Office Charge, a late payment
charge which will be an amount equal to ten percent (10%) of any
amount owed to Center or fifty dollars ($50.00) whichever is greater,
however, Vantas shall send written late notice and will afford 5 days
from receipt of late payment before late charge is accessed.
The financial terms of this Agreement are strictly confidential and
Client agrees not to knowingly or willfully divulge this information
to any other Client or potential Client of Center.
b. The Monthly Office Charge payable during the Term of this Agreement is
subject to increase following notification of any increase in the rent,
operating expenses or taxes which the Center might receive under the
Main Lease (as defined in Paragraph 20), including any increase in
respect of past periods under the Term. Center will promptly notify
Client in writing of any such increase, and will ▇▇▇▇ Client for its
pro rata share thereof. The monthly office charge shall be capped at
$50.00 per month.
c. The Monthly Office Charge is based on the value of the use of the
Premises and services to be used by 1 person per office, except #39 can
be used for 2 person(s) only. If more than said number of person(s)
regularly use the Premises or services, the Monthly Office Charge will
be increased in an amount equal to One Hundred Fifty Dollars ($150) for
each such additional person.
d. If a Client check is returned for any reason, Client will pay an
additional charge of One Hundred Dollars ($100.00) per returned check,
and for the purpose of considering default and/or late charges, it will
be as if the payment represented by the returned check had never been
made.
5. REFUNDABLE RETAINER.
A. Client will deposit with center, $3625.00 representing one month's
rent; however if any payment due hereunder shall be late more than 10
days, then the balance of the security deposit shall be due and
payment immediately, which is $3625.00 representing a second month
security, in good or certified funds, as a non-interest, bearing
refundable retainer, however if client is late in invoice payment one
time an additional month security will be required. Center may use the
refundable retainer to cure any default of Client under this
Agreement, to restore the Premises, including any and all furniture,
fixtures and equipment, provided by Center to its original condition
and configuration, reasonable wear and tear expected, to pay for
repairs to any damage to the Premises, Facility and/or Building,
caused by Client or Client's guests, or to pay any Monthly Office
Charge or other charges that Client owes Center at or prior to the
expiration of the Term of this Agreement.
b. The refundable retained (less any sums used by Center in accordance
with the terms and conditions of this Agreement) will be retained
within sixty (60) days after the termination of any services rendered
or expiration of the Term. Client may not direct or request that the
refundable remainder be applied in lieu of the final payment(s) of
Monthly Office Charge or services charges under this Agreement.
c. In the event that Center applies any of the refundable retainer
deposited pursuant to this Agreement, Center will have the right to
charge the Client, and Client will pay, in addition to any Monthly
Office Charge, such sums as are necessary to cause the refundable
retainer to be returned to its entire original amount.
6. SERVICES.
a. Provided Client is not if default of this Agreement, Center will make
available certain services to client as more particularly described in
Paragraph 1. Charges for such services will be included as part of the
Monthly Office Charge.
b. Client shall pay a monthly amount equal to $125.00 in respect of the
monthly service package (the "Monthly Service Package"). Payment of
such amount will be on the same terms and conditions as those governing
the payment of the Monthly Office Charge. The Monthly Services Package
will entitle the Client to receive upon request and aggregate of four
hours per month of clerical and/or word processing services from the
center.
c. In addition to the Monthly Service Package, upon request, Center will
make available to Client additional services as Center may make
generally available, the charges for which will be established as per
Center's then schedule rates as determined by Center. Payment for
these services will be subject to the same terms and conditions as
those governing the payment of the Monthly Office Charge. Center will
have no obligation to provide such services if Client is in default of
this Agreement or if the anticipated charges exceed the amount of the
refundable retainer. When providing services to Client that involve
third parties, Center will have the right to require Client to pay, or
to reimburse Center for, the fees and expenses of such third party in
advance.
7. TELEPHONE SERVICES.
a. Provided Client is not in default of this Agreement, Center will make
available to Client a telecommunication package, the charges ?? which
will be established as per Center's ?? scheduled rates as determined by
Center. Payment for these services will be subject to the same terms
and conditions as those governing the payment of the Monthly Office
Charge. All telephone numbers used by Client will remain at all times
the property of Center and Client will acquire no rights in the
components of the telecommunications package whatsoever.
b. Client hereby agrees to indemnify, hold harmless and to reimburse
Center for all charges associated with (1) any toll fraud traceable to
telecommunications services provided by Center to Client including, but
not limited to, unauthorized use of calling cards or telephone lines,
and (2) any advertising costs of Client involving the telephone number
assigned to it, including, without limitation, yellow pages advertising
(it being understood that Center is under no obligation to procure such
advertising and that any such advertising Client is subject to the
Operations Standards.)
c. It is expressly acknowledged and agreed that center will be the sole
and exclusive provider of telecommunication services to Client. Client
hereby agrees and covenants that it will not use any other telephone
service or telephone carrier to provide it service in the Premises.
d. Center shall not be liable for any interruption or error in the
performance of its services to Client under this Paragraph "7."
Client waives any recourse against Center arising from the provision
of such services, including, without limitation, any claim of business
interruption or for any indirect, incidental, special, consequential
or punitive damages, except for claims arising out of willful
misconduct by Center.
8. LIMITATION OF LIABILITY/INSURANCE.
a. Client will indemnify and hold harmless Center from and against any
loss, damage, injury, liability or expense to or of person or property
occasioned by or resulting from any willful misconduct or grossly
negligent act on the part of Client or Client's Users. Center will not
be liable to Client or to any other person on recount of loss, damage
or theft to any business or personal property of Client. Center will
not be liable for any loss, damage, injury, liability or expense to or
of person or property except as may result from Center's willful
misconduct or grossly negligent acts. Center will indemnify and hold
harmless Client from and against any loss, damage, injury, liability
or expense to or of person or property occasioned by or resulting from
any willful misconduct or grossly negligent act on the part of the
Center, its agents, employees, or invitees, or persons permitted on
the Premises by Center.
b. Center will not be liable for any claim of business interruption or
for any indirect, incidental, special, consequential exemplary or
punitive damages arising out of any failure to furnish any service or
facility, an error or omission with respect thereto, or any delay or
interruption of same. Neither Center nor any of its agents, employees,
officers or directors will be deemed to be making any representations
or warranties, whether express or implied, as to the ability of any
systems, including, without limitation, computer and electronic based
equipment, relating to the Building. Facility or Premises or to any
services to be provided hereunder to process date fields relating to
the Year 2000 nor will any of them be liable for the failure of such
system to process such date fields. Center's liability under this
Agreement will in no event exceed the amount paid by Client for the
services for which the claim arose. The parties agree to the
allocation of risk contained herein.
c. Client will, prior to the Commencement Date of this Agreement provide
Center with a certificate of insurance evidencing General/Public
Liability coverage with liability limits of not less than One Million
Dollars ($1,000,000.00) per occurrence for Bodily Injury and/or
Property Damage Liability and One Hundred Thousand Dollars
($000,000.00) per occurrence for Fire/Legal Liability. Said insurance
coverage will remain in force during the Term of this Agreement.
VANTAS International Incorporated and Vantas-Freehold, New Jersey will
be named as an additional named insured on each of these policies.
Client's failure to provide or maintain such insurance will not reduce
or otherwise alter Client's liability or responsibility to pay any
judgment rendered against Client for any liability or damages. All
insurance required to be maintained by Client include a waiver of
subrogation in favor of Center and the landlord under the Main Lease.
Center will no have any obligation to maintain insurance for Client's
benefit. Center will obtain a waiver of subrogation from its insurer
with respect to any claims made under any property damage policy.
d. The provisions of this Paragraph 8 will survive the expiration or
caller termination of the term of this Agreement.
9. OPERATING STANDARDS.
The Operating Standards attached to this Agreement as Schedule A are hereby made
an integral part of this Agreement. Client, its employees, guests, invitees,
visitors and/or any other person caused to be present in and around the Premises
by the Client ("Client's Users") will perform and abide by the Operating
Standards then in effect.
10. EMPLOYMENT OF CENTER'S EMPLOYEES.
Client agrees that it will not, during the Term of this Agreement and for a
period of one year thereafter, directly or indirectly, employ or offer to employ
any person who is or has been an employee of Center without prior consent from
Center. If Client hires either an employee of Center or any person who has been
an employee of Center within six months prior to the same such person is hired
by Client, Client will be liable to Center for liquidated damages equal to six
months wages of the employees, at the rate last paid that employee by Center.
The provisions of this paragraph will survive the Term of this Agreement.
11. ACCESS.
Center and its agents will have the right of access to the Premises at any time
for the purpose (i) making any repairs, alterations and/or inspections or
emergency purposes which it deems necessary to its sole discretion for the
preservation, safety or improvement of the Premises, or (ii) to show the
Premises to prospective Clients upon the last 90 days of the term, without any
way being deemed or held to have committed an eviction(constructive or
otherwise) of or trespass against Client.
12. RELOCATION.
Client agrees that the Center may, in its sole discretion, ?? similar office
space within the same Facility upon ten (10) days notice to the Client. In the
event that the Center requires the Client to relocate, the Center will bear the
reasonable moving costs of any such relocation. All of terms and conditions of
this Agreement, other than the designation of the Premises provided herein, will
remain unaffected and in full force and effect.
13. ASSIGNMENT AND SUBLETTING.
No assignment or subletting of the Premises, this Agreement or any part thereof
will be made by Client without Center's prior written consent, which consent may
be withheld in Center's sole discretion. Center may assign its rights and its
obligations under Agreement in whole or in part without Client's consent.
14. TERMINATION.
a. On expiration or earlier termination of the Term, Client will, without
demand, promptly surrender and deliver the Premises, including any
furniture, fixtures and equipment provided by Center, to Center in its
original condition and configuration, reasonable wear and tear
excepted. If Client fails to so surrender and deliver the Premises,
Client agrees to pay Center, as liquidated damages, a sum equal to
twice the Monthly Office Charge for each month or portion thereof that
the Client retains possession of the Premises.
b. If Client vacates the Premises and leaves behind any property,
whatsoever, such property will be deemed abandoned by Client and may be
disposed of by Center at Client's expense and without liability to
Center.
c. In the event the Premises, the Facility or the Building is damaged,
destroyed or taken by eminent domain either party may terminate this
Agreement without liability on (30) days written notice to the other
party.
d. Upon early termination of the Main Lease, this Agreement will terminate
without liability to any party unless the landlord under such Main
Lease elects to have this Agreement assigned to such Landlord or
another entity as provided in such Main Lease.
15. DEFAULT AND REMEDIES.
a. Client will be deemed to be in default of this Agreement if Client
fails to fulfill any of its terms, conditions, covenants or provisions
or this Agreement, including but not limited to (1) payment of Monthly
Office charge and/or any other charges hereunder within ten days of
the date such charges become due; or the abandonment and/or vacatur of
the Premises by the Client prior to expiration of thE Term or (2) if
Client becomes insolvent, makes an assignment for the benefit of
creditors or files a voluntary petition or has an involuntary petition
filed against it, under any bankruptcy or insolvency law. However
Client will have 5 (5) days upon written notification for payment to
be made in full. Client will not be in default if client abandons
premises, as long as all recurring and miscellanous charges ar paid in
full and on the first of the month.
b In case of such default, the Center may, at its sole discretion,
terminate this Agreement upon five days notice to the Client. Upon the
expiration the five day period, Client will vacate the Premises. Should
Client fail to vacate the Premises, the Center may:
i. re-enter and property therefrom; and
ii. disconnect any telephone lines installed for the benefit of
Client; and
iii. cease supplying Client with the services described in
Paragraph 1 hereof.
If Client defaults and Center takes any of the foregoing action, or
changes the locks, removes Client's property, or otherwise denies
access to Client, Center will not be liable for any damages to the
Client.
C. In addition to the foregoing, Center may elect to accelerate all of
Client's obligations hereunder, including without limitation, Monthly
Office Charge and other monthly recurring charges, for all or part of
the term. Center is under no obligation, implied or otherwise, to
mitigate its damages(s) under a default by Client.
d. Should Center be unable to enter into another office service agreement
relating to the Premises, or should Center enter into another office
service agreement relating to the Premises for less than the Months
Office Charge with Client will pay the amount of such deficiency, plus
the expenses of entering into such other service agreement relating to
the Premises, immediately in one lump sum to Center upon demand and/or
at Center's option as such obligations accrue hereunder.
c. In connection with any default by Client under this Agreement, if
Center incurs attorney's fees and/or costs of collection or of ensuring
performance, Client will pay all such sums with interest, and such sums
will be deemed to be owed by Client in addition to the Monthly Office
Charge hereunder, and if the Term has expired at the time of incurring
such sums, such sums will be recoverable by Center as damages.
16. MAIL & TELEPHONE FORWARDING.
Upon expiration of the Term, Center will give client five (5) days written
notice prior to the clients thirty (30) day written notice, unless otherwise
instructed by Client in writing no later than 30 days prior to the expiration of
the Term, forward mail to Client at its new address and give out Client's new
telephone number via a voice mail message for a period of three months at the
rate of One Hundred and Fifty Dollars ($150.00) per month, which sums will be
decided from any amounts deposited with the Center from the refundable retainer
deposited hereunder or will otherwise be paid to the Center in advance. Unless
the Client pays the Charge set forth herein to the Center in advance, Center
will have no obligation to provide the services set forth herein. Except as
expressly provided herein, Center will have no obligation to notify any person
or entity of Client's new telephone number and address.
17. NOTICES.
Any notice under this Agreement will be in writing and will be either delivered
by hand, first class mail or by overnight courier to the party at the address
set forth below. Center hereby designates its address as:
[VANTAS - NEW JERSEY]
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (CENTER ADDRESS)
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Management
Client hereby designates its address (which address must be an address within
the United States),as
IMPACT SOLUTIONS, INCORPORATED, A DELAWARE CORPORATION
ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
PHONE: ▇▇▇ ▇▇▇ ▇▇▇▇
------------
Fax:
If such mail is properly addressed and mailed as above, it will be deemed notice
for all purposes, given when sent or delivered, even if returned as undelivered.
18. SEVERABILITY.
The invalidity of any one or more of the sections, subsections, sentences,
clauses or words contained in this Agreement or the application thereof to any
particular set of circumstances, will not affect the validity of the remaining
portions of this Agreement or of their valid application to any other set of
circumstances. Regardless of whether or not either partly has elected to consult
with legal counsel in reviewing this Agreement, it is the intent of the parties
that in no event will the terms, conditions or provisions of this Agreement be
construed against either party as the drafter of this Agreement.
19. EXECUTION BY CLIENT.
The party or parties executing this Agreement on behalf of the Client warrant(s)
and represent(s): (i) that such executing party (or parties) has (or have)
complete and full authority to execute this Agreement on behalf of Client; and
(ii) that Client will fully perform its obligations hereunder.
20. MISCELLANEOUS.
a. Failure of the Center to insist upon the strict performance of any term
or condition of this Agreement or to exercise any right or remedy
available for a breach thereof, or acceptance of full or partial
payment during the continuance of any such breach, will not 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 Client and no
breach thereof, will be waived, altered or modified, except by a
written instrument executed by Center.
b. Time is of the essence as to the performance by Client of all
covenants, terms and provisions of this Agreement.
c. This Agreement embodies the entire understanding between the parties
relative to its subject matter, and will not be modified, changed or
altered in any respect except in writing signed by all parties.
d. This Agreement may be executed in two or more counterparts each of
which will be deemed to be an original, but all of which together will
constitute one and the same instrument.
E. AGREEMENT IS SUBJECT AND SUBORDINATE TO THE BUILDING LEASE, GOVERNING
THE FACILITIES IN WHICH THE CENTER IS BOUND AS THE TENANT IN THE MAIN
LEASE. CLIENT ACKNOWLEDGES THAT ANY TERMINATES OF THE MAIN LEASE WILL
RESULT IN THE TERMINATION OF THE AGREEMENT UNLESS LANDLORD UNDER SUCH
MAIN LEASE REQUESTS ATTAINMENT.
IN WITNESS WHEREOF, Center and Client have executed this Agreement as of the
date first above written.
CENTER:
By:
CLIENT: Impact Solutions Incorporated
(IF A CORPORATION)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ for Impact Solutions, Inc.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ for Impact Solutions, Inc.
TITLE: DIRECTORY OF ADMINISTRATION
[Corporate Seal]
CLIENT:
(IF AN INDIVIDUAL OR PARTNERSHIP)
By:
By:
