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EXHIBIT 10.1
LEASE AGREEMENT
1. PARTIES
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This Lease, dated for reference purposes only, Thursday, July 3, 1997, is made
by and between BAY BUSINESS CENTERS, INC., Lessor, and SUMMAFOUR hereinafter
called Lessee.
2. PREMISES
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Lessee hereby leases from Lessor the premises described as ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Office #220 & #221.
3. TERM
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A one year term shall commence on August 1, 1997, and shall continue until July
31, 1998. Lessee shall give a 60-day notice in writing of its intent to renew or
cancel Lease Agreement, prior to termination date of July 31, 1998. If a 60-day
notice is not rendered, Lessor will consider Lease Agreement to be renewed for
an additional term, at the then going rate. Holdover - in the event Lessee holds
over beyond the end of the Lease term, the monthly recurring charges shall be
assessed at 150% their monthly rate and the holdover period shall be for no less
than one month.
4. POSSESSION
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In the event the offices are not available within 30 days of the commencement of
the term, Lessee shall have the right to terminate the Lease without further
obligation. The parties further agree that if the leased premises are made
unusable, in whole or in part by fire or other casualty not due to negligence of
Lessee, Lessor may at its option, terminate the lease upon notice to Lessee. In
the event the leased premises are not repaired within 90 days, Lessee reserves
the right to terminate the Lease. The monthly rent shall be abated on a per diem
basis for the portions of the leased premises that are unusable. In the event
that Lessor shall permit Lessee to occupy the leased premises prior to the
commencement date of the term, such occupancy shall be subject to all of the
provisions of this Lease Agreement. Such early possession shall not advance the
termination date hereinabove provided.
5. RENT
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Lessee agrees to pay Lessor the sum of $1490.00 per month plus $55.00 per phone
set for phone equipment rental per month due on the first day of each month. Any
installment
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of rent or any other recurring charge due from Lessee not received by Lessor
within five (5) days after such amount is due shall be assessed a late charge
equal to ten percent (10%) of such overdue amount plus $50.00. Clerical Services
and Other Services incurred shall be invoiced semi-monthly on the 15th and last
day of each month. Payment for said services are due and payable within thirty
(30) days of billing date. A late charge equal to two percent (2%) plus $10.00
will be assessed on said services if payment is not received within thirty (30)
days of billing date. If an installment for rent or invoice for services is
overdue more than thirty (30) days, Lessor has the right to discontinue all
services upon the thirty-first (31st) day of delinquency. Billing inquiries
and/or change of address should be directed towards: Bay Business Centers, Inc.,
Attn: Accounting Dept., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇. In the event this Lease Agreement term starts on a day other than the
first of the month, the monthly recurring charges shall be prorated for the
current month and collected with the first full month plus last month.
The monthly rental rate stated herein is predicated on providing office space
and services, as provided in Paragraphs 13 and 14, for 2 person(s).
Additional Reception Service $100.00/each additional person - w/o voice mail
(receiving calls & callers) $125.00/each additional person - with voice mail
Lessee hereby agrees to notify Lessor in writing no less than thirty (30) days
prior to addition of staff members for which Lessor will provide services.
6. PREPAID RENT & OPENING CHARGES
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Concurrently with Lessee's execution of this Lease Agreement, Lessee shall pay
the Lessor the sum of:
RECURRING CHARGES (1ST & LAST)
Office Rent(lst & last)(recurring charge) ............................. $2980.00
Additional Users (lst & last)(recurring charge) ...........................$0.00
Furniture: N/A
(lst and last)(recurring charge) ..........................................$0.00
Mail Forwarding Service (lst & last)(recurring charge) ....................$0.00
Storage Rental (lst & last) (recurring charge) ............................$0.00
Additional Voice Mail Box Rental
($25/each/month)(lst & last)(recurring charge) ........................$0.00
Voice Mail Paging (lst & last)(recurring charge) ..........................$0.00
Phone Line/ISDN Service - Dial Tone
(lst & last)(recurring charge) ......................................$360.00
Phone Equipment Rental (lst & last)(recurring charge) ...................$220.00
Speed Dial (lst & last)(recurring charge) .................................$0.00
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Conference Calling (lst & last)(recurring charge) .......................$0.00
Call Forwarding (lst & last)(recurring charge) ..........................$0.00
Delayed Call Forwarding (lst & last)(recurring charge) ..................$0.00
Pacific ▇▇▇▇ Directory Listing ($2/mo.)(lst & last)(recurring charge) ...$4.00
Copy Pkg. (lst)(recurring charge) .......................................$0.00
Conference Pkg. (lst)(recurring charge) .................................$0.00
Administrative Pkg. (lst)(recurring charge) .............................$0.00
Secretarial Pkg. (lst)(recurring charge) ................................$0.00
Parking (lst & last)(recurring charge) ................................$220.00
ONE-TIME/INSTALLATION CHARGES
Administrative Start-up Fee (one-time charge) .........................$250.00
Additional Users Administrative Start-up Fee (one-time charge) ..........$0.00
Cleaning Fee ($200/Ofc.)(one-time charge) .............................$400.00
Furniture Move Fee (one-time charge) ....................................$0.00
Furniture Set-Up Fee (one-time charge) ..................................$0.00
Lobby Directory Listing (one-time charge) ..............................$40.00
Key Deposit ($65/set X 2 Key Set(s))(refundable) ......................$130.00
Single Key Deposit (N/A) ................................................$0.00
Storage Installation (one-time charge) ..................................$0.00
Voice Mail Installation (one-time charge) ...............................$0.00
ISDN Installation (2 lines plus cable & installation) ...............$1,000.00
Phone Line Installation (4 lines, one-time charge) ....................$480.00
Fax/Modem Install (1 line, one-time charge) ...........................$185.00
Phone Equipment Programming (one-time charge) .........................$370.00
Calling Feature Installation (one-time charge) ..........................$0.00
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TOTAL ......................................................$6,639.00
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*PHONE LINE SERVICE represents monthly fee for dial tone. PHONE LINE USAGE
(outgoing calls) is a variable charge and will be billed semi-monthly, due
within 10 days of statement date.
7. USE
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The premises are to be used for sales and administrative purposes only.
8. CONDITIONS
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Lessee shall not disturb, annoy, endanger or inconvenience other tenants in the
building or suite, nor use the premises for any immoral, unlawful, or sleeping
purposes, nor violate any law or ordinance or commit waste, nuisance or damage
upon or about the property.
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9. REPAIRS, MAINTENANCE AND ALTERATIONS
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Lessee shall at all times during the term hereof, at its sole cost and expense,
keep the premises and every part thereof in good condition and repair, except
damage thereto by fire, earthquake, act of God or the elements. Lessee hereby
waives the right to make repairs at Lessor's expense under any law, statute or
ordinance with respect thereto now or hereafter in effect. Unless otherwise
expressly provided herein, Lessor shall not be required to make any improvements
or repairs of any kind or character on or to the leased premises during the term
of this Lease Agreement; however, Landlord will provide routine maintenance for
any damage or problems not caused by Lessee. Lessee shall return, upon
expiration of this Agreement the premises in their original configuration,
design, and condition to Lessor. Lessee shall, at its own cost and expense,
repair or replace any damage or injury to the leased premises, or any part
thereof, caused by Lessee or Lessee's agents, employees, invitees, licensees, or
visitors; provided, however, if Lessee falls to make such repairs or
replacements promptly, Lessor may, at its option, make such repairs or
replacements, and Lessee shall reimburse the cost thereof to Lessor on demand,
together with interest at the maximum annual rate permitted by law from the date
of such work.
If Lessee vacates the premises and leaves the premises in a condition requiring
painting, carpet cleaning, or other maintenance to restore the premises to
leasable condition, a minimum fee of $200.00 per office will be assessed and
confirmed in the termination meeting (if conducted) or within 30 days of date of
vacancy.
Lessee agrees to keep a floor mat under any and all chairs with rollers/wheels
at all times to protect the carpeting.
10. ABANDONMENT
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If Lessee abandons or vacates the premises, Lessor may at its option terminate
this Lease Agreement, re-enter the premises and remove all property.
11. ESSENCE OF TIME
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Time is of the essence of this Lease Agreement and all provisions hereof.
12. INSURANCE
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Lessee shall indemnify and hold harmless Lessor as respects to any bodily injury
or property damage arising out of their operations and business conducted on
premises. Lessee shall maintain liability insurance in amounts no less than
$300,000 combined single limit for bodily injury and property damage. Lessee
shall provide Lessor with a certificate of insurance as evidence of the above
conditions and Lessor shall be named as an additional insured.
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13. SERVICES
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Included in the monthly rental specified in Paragraph 5 herein, Lessee shall be
entitled to the following clerical and administrative services:
Full-time Receptionist Service Mail Processing Service
(8:30 a.m. - 5:00 p.m., Monday-Friday Incoming Mail Sorted
excluding holidays) Outgoing - daily mail 10 pcs.
Telephone Answering Voice Mail 24 hrs./day,
8:30 a.m. - 5:00 p.m. 7 days/week
Monday-Friday, by Receptionist, Complimentary 100 Voice Mail
(excluding holidays) Msgs./Box
Additional messages @ $.35/ea.
Access to Office, Building, & Copier
24 hrs./day, 7 days/week
Hourly Office Rental/ Access to:
Conference Room Facilities Secretarial Services
By Reservation 8:30 a.m. - 5:00 p.m.
4 Hours/month included Monday-Friday,
(non-cumulative) (excluding holidays)
(Billed as Utilized, see Exhibit B/C)
Lessee hereby agrees all telephone equipment AND line services will be
coordinated by Lessor with Lessor's telephone vendor. Lessee shall not modify
nor change outlets, telephone sets, or jacks.
14. SERVICES & NON-SERVICE ITEMS
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Services and non-service items shall be invoiced semi-monthly on the 15th and
last day of each month. Payment for said services are due and payable within
thirty (30) days of billing date. A finance charge of 2% per month will be
assessed for all services and recurring charges unpaid beyond 30 days of the
invoice date.
At the end of a term, all charges and credits will be applied. It is understood
freight bills and vendor charges may take up to 60 days to pass through Lessee,
therefore a 90-day period may be required to reimburse credits or conclude final
account balance.
If collection time is required due to delinquent account status a fee of
$45/hour will be assessed for administrative time at a minimum of $9.00 per
collection contact.
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SERVICES
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Secretarial Service Minimum billable unit 1/10
See Exhibit B/C for Rates of an hour.
Word Processing (keyboarding) Minimum billable unit 3/10
See Exhibit B/C for Rates of an hour.
Minimum per page 3/10
of an hour (input).
Editing - Minimum 2/10 of an hour.
Standard Turnaround - 1-3 pages (24 hrs.) 4 or more pages - turnaround
determined by Bay Business Centers, Inc.
Lessee agrees that during the term of this Agreement and for six (6) months
after its termination will not offer employment to or hire any of the employees
of Lessor. If Lessee does not keep that agreement, Lessee will be liable to
Lessor for damages in the sum of twenty-five percent (25%) of the annual
compensation of each employee involved, it being mutually agreed by Lessee and
Lessor that this provision for liquidated damages is reasonable and that the
actual damage which would be sustained by Lessor as the result of a failure to
keep the agreement would be, from nature of the case, impracticable or extremely
difficult to fix.
Further, Lessee shall not provide, utilize, or sell any services or non-service
items, which are provided by Bay Business Centers, Inc., as listed on Exhibit
B/C to other tenants or clients of Bay Business Centers, Inc., or for any other
person or company.
Lessee shall not contract with an independent contractor, temporary personnel
agency, or individual for the purpose of providing secretarial, word processing,
or any services Bay Business Centers, Inc. provides.
If Lessee wishes to employ an administrative assistant or clerical staff member,
it is with the understanding an additional office must be leased from Bay
Business Centers, Inc. and prior written approval is obtained from Bay Business
Centers, Inc. for its use.
15. NOTICES
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In every instance where it shall be necessary or desirable for the Lessee to
serve any notice or demand upon the Lessor, such notice or demand shall be sent
by United States "Registered" or "Certified" mail, postage prepaid, addressed
to:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BAY BUSINESS CENTERS, INC.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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or at such other address of Lessor, as may appear on the records of Lessee. Any
notice or demand to be given by the Lessor to the Lessee shall be effective if
mailed to (Lessee's administrative office):
Ms. ▇▇▇ ▇▇▇▇▇▇
SUMMAFOUR
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Notice mailed as aforesaid shall be deemed to have been served at the time of
postal meter cancellation date.
16. OCCUPANCY/USE OF PREMISES
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Lessee shall not assign this Lease nor permit the occupancy or use of any part
thereof without the written permission of Lessor.
Lessee will not install or maintain a coffee maker or copier machine in Lessee's
office. Lessee further acknowledges smoking is not permitted within the suite
and must be restricted to outside of the suite.
17. ATTORNEYS FEES
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In an event of any legal action or proceeding brought by either party against
the other under this Lease Agreement, the prevailing party shall be entitled to
recover all its costs and expenses, including without limitation the fees and
costs of appeal, if any, of its attorneys of such action or proceeding in such
amount as is reasonable.
LESSEE: LESSOR:
SUMMAFOUR BAY BUSINESS CENTERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. St. Germain By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: SVP Title: President
Name Printed: ▇▇▇▇▇▇ ▇. ST. GERMAIN Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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