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EXHIBIT 10.4
ATRIUM EXECUTIVE CENTER
LEASE AND SERVICE AGREEMENT
This Lease is made on June 2, 1997, between ATRIUM EXECUTIVE CENTER, INC.,
LESSOR, hereinafter called ATRIUM, and SUMMA FOUR, INC., a Delaware corporation,
LESSEE, hereinafter called TENANT.
1. LEASED PREMISES: Subject to the terms and conditions set forth in this
Agreement, ATRIUM agrees to lease, furnish, or make available to
TENANT:
Suite number 115, on an exclusive basis.
Use of the reception area, conference rooms, kitchens, fitness room (at
its own risk) and shower facilities, restrooms, and other designated
common areas within the Executive Center, on a non-exclusive, shared
basis.
The services described in Exhibits A-I and A-2, on a non-exclusive,
shared basis.
2. USE: The leased premises shall be used by TENANT as an office, and for
no other purpose. TENANT agrees to comply with all rules and
regulations established by ATRIUM with respect to use of the premises,
including hours of use, and with all requirements of the building
management or of public authorities. ATRIUM reserves the right to add,
amend or rescind any rule or regulation at any time when, in ATRIUM'S
judgement, it is necessary for the best interests of its tenants.
TENANT shall not interfere with the rights of other tenants, nor allow
the premises to be used for any unlawful or objectionable purpose.
TENANT shall not offer any of the services or facilities which ATRIUM
offers to other tenants at the Executive Center, including, but not
limited to those services and facilities described in Exhibits A-I and
A-2, attached hereto. TENANT shall not offer, solicit, accept, nor
enter into any agreement with other tenants within the executive center
to relocate to other shared office or traditional office space. Any
attempt to do so will be considered a default of this Lease, and ATRIUM
shall be entitled to evoke the remedies provided under DEFAULT.
3. TERM: The term of this Lease shall be twenty-two months beginning on
June 1, 1997 (commencement date) and ending on March 31, 1999
(termination).
Obligations under lease agreement dated February 1, 1995, and addenda
dated August 1, 1995 and May 1, 1996 shall cease concurrent with
signature of this lease agreement and payment of all incurred expenses.
Either ATRIUM or TENANT may terminate this Lease at expiration of the
term stated herein, or any renewal thereof, by giving to the other
ninety (90) days prior
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written notification rendered on the first day of the month. In the
absence of such notice, this Lease shall automatically renew on an
annual basis, and under the same terms and conditions, except the
rental rate shall be the current rate being charged new tenants for
comparable office space. Subsequent renewals shall continue on the same
basis until terminated by either party as provided above.
In the event ATRIUM notifies TENANT of any change in terms or
conditions ninety (90) days prior to expiration of this Lease or any
addendum hereto, and TENANT holds over after such expiration date, such
action shall constitute TENANT's acceptance.
4. RENT: TENANT agrees to pay ATRIUM, in consideration of the facilities
and services provided:
AS BASIC RENT FOR THE LEASED PREMISES, THE SUM OF THIRTY-EIGHT HUNDRED
DOLLARS ($3800) PER MONTH FOR THE MONTHS OF JUNE 1997 THROUGH MARCH
1998; AND FORTY-TWO HUNDRED DOLLARS ($4200) PER MONTH FOR THE MONTHS OF
APRIL 1998 THROUGH MARCH 1999.
AS ADDITIONAL RENT, MONTHLY TELEPHONE EQUIPMENT AND LINE CHARGES AT
STANDARD RATES. (SEE EXHIBIT A-1.)
TENANT AGREES TO PAY BASIC RENTAL, PLUS MONTHLY TELEPHONE EQUIPMENT AND
LINE CHARGES, IN ADVANCE, ON OR BEFORE THE FIRST DAY OF EACH CALENDAR
MONTH, FOLLOWING BILLING,
AS ADDITIONAL RENT, TENANT AGREES TO PAY FOR ALL TELEPHONE MESSAGE
UNITS AND TOLL CALL CHARGES INCURRED BY TENANT'S TELEPHONE
EXTENSION(S), WITHIN FIVE (5) DAYS AFTER BILLING. TENANT will pay for
all telephone installation, service, connect and disconnect charges
incurred for its extension(s).
Payment shall be made to ATRIUM EXECUTIVE CENTER, INC. at its office,
Suite 200, Atrium II, 0000 Xxxxxx Xxx, Xx. Xxxxxx, XX 00000-0000, or
such other office as ATRIUM may designate.
In the event TENANT fails to pay rent, telephone and service charges
within five (5) days of the due date, ATRIUM may, at its option:
(a) charge TENANT a $50.00 late fee per month, per office, on
unpaid rental, until the balance is paid, and/or
(b) notify TENANT, in writing, that TENANT is in default, under
paragraph 9. hereunder, and/or
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(c) terminate telephone service to TENANT, until payment is
received; and, if ATRIUM deems necessary, require additional
telephone security deposit; and/or
(d) terminate any or all other Exhibit A-1 services to TENANT.
ATRIUM will disconnect telephone service, or discontinue other
services, for non-payment, only upon twenty-four hours prior notice to
TENANT.
ATRIUM shall also make available certain other services, as described
on Exhibit A-2, for which TENANT will pay standard rates. TENANT agrees
to pay any and all amounts incurred for Exhibit A-2 services, within
five (5) days of the due date. ATRIUM reserves the right to discontinue
any Exhibit A-2 services for non-payment, upon twenty-four hours prior
notice to TENANT.
TENANT agrees to compensate ATRIUM in the amount of $50.00 for each
occurrence if, for any reason, TENANT'S check for rent, security
deposit, or any service, is returned by TENANT'S bank unpaid.
5. SECURITY DEPOSIT: TENANT'S current security deposit with ATRIUM shall
be held as security for the full performance by TENANT of its
obligations under this Lease, payment of phone expense incurred,
payment of all other services provided under Exhibits A-1 and A-2, and
for the cost of any repairs in excess of normal wear and tear. If
ATRIUM applies any part of said deposit to cure any default of TENANT,
or for additional rent or service charges which may become due, TENANT
shall, upon demand, deposit with ATRIUM the amount applied so that
ATRIUM shall have the full deposit on hand at all times during the term
of this Lease. The security deposit balance will be returned within
thirty (30) days after TENANT has vacated and left the leased premises
in original condition, less an amount sufficient to pay TENANT'S
average monthly phone expense, which will be held until final phone
charges can be determined. Any loss or damage to the premises shall be
applied against the security deposit and, if such damages exceed the
security deposit, TENANT agrees to pay to ATRIUM any additional costs
required to restore the premises to original condition. If TENANT
vacates prior to the termination date of the LEASE FOR ANY REASON OTHER
THAN BREACH OF LEASE BY ATRIUM, the security deposit will be kept as
liquidated damages to cover costs of re-leasing.
TENANT AGREES THAT THE SECURITY DEPOSIT IS NOT TO BE CONSIDERED A
RENTAL PAYMENT UNDER THIS LEASE. The security deposit shall not bear
interest to TENANT, and may be commingled with other funds of ATRIUM.
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6. INSURANCE: TENANT shall maintain its own insurance coverage. ATRIUM
shall not be liable to TENANT, or to any other person, for any injury,
or for damages on account of loss, damage or theft to any personal or
business property of TENANT, its employees, agents or invitees.
If the premises are damaged by fire or other casualty, repairs to
restore premises to prior condition shall be made without cost to
TENANT, and rent shall be abated from the date of such casualty until
premises are usable by TENANT. Damage shall be repaired within a
reasonable period of time, subject to any delays caused by Acts of God,
labor disputes, or other acts beyond its control. ATRIUM shall not be
liable for any inconvenience or loss of business of TENANT resulting
from such damage or repair thereof. TENANT shall be solely responsible
for any damage or loss to furnishings, equipment, or any other property
of TENANT. In the event fire or casualty substantially destroys the
entire premises occupied by ATRIUM EXECUTIVE SUITE, OR RENDERS THE
PREMISES UNUSABLE FOR A PERIOD OF NINETY (90) DAYS, EITHER ATRIUM OR
TENANT may terminate this Lease in which event the tenancy created
herein will cease and rent will be adjusted to date of termination.
7. HIRING OF ATRIUM'S EMPLOYEES: During the term of this Lease, or any
extension or renewal hereof, or within one hundred eighty (180) days
after TENANT vacates the leased premises, TENANT agrees not to offer,
nor accept for employment in any capacity, any person who is then or
who within one hundred eighty (180) days prior thereto, has been an
employee of ATRIUM. In the event of any such action, TENANT agrees to
pay ATRIUM $5,000 for each breach of this provision. Further, ATRIUM
may, at its option, terminate this lease.
8. SURRENDER OF LEASED PREMISES: TENANT agrees to vacate the leased
premises promptly upon expiration or termination of this Lease, or any
extension hereof.
9. DEFAULT: Any of the following will constitute a material default by
TENANT:
(a) Failure to pay, or any withholding, deducting, or offsetting
against, any amount due for rent, facilities, telephone
charges, or any service charges, within five (5) days after
due;
(b) Failure to observe or perform any provision of this Lease for
a period of five (5) days after written notice of such
failure;
(c) Removal, or any attempt by TENANT to remove, any of TENANT'S
property from the leased premises, other than in the ordinary
course of business, or to vacate the leased premises, without
having first paid all rent
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due or to become due until expiration of the Lease term, or
any extension thereof, and all charges incurred for telephone
and other services.
If TENANT does not correct any material default of this Lease within
ten (10) days after written notification of said default, ATRIUM may,
without further notice:
(a) Terminate this lease.
(b) Re-enter and take possession of the leased premises, remove
all persons and property, and disconnect any telephone lines
installed for benefit of TENANT, without being deemed to have
committed any trespass.
(c) Impound TENANT'S property and sell it at auction or private
sale, applying the proceeds thereof to any unpaid rent or
other charges due to ATRIUM for services rendered, including
any interest, late charges, storage charges, or any other
amounts due, and holding TENANT responsible for any deficiency
in the proceeds. ATRIUM may recover, in addition to any rent
and other charges already due and payable, all rent for the
entire unexpired balance of the stated term of this Lease, or
any extension hereof, and all costs incurred by ATRIUM to
recover such sums, including reasonable attorneys' or
collection fees, and/or ATRIUM may recover damages from
TENANT.
All rights and remedies of ATRIUM under his Lease shall be cumulative
and in addition to any other rights or remedies available at law or in
equity. No failure by ATRIUM to exercise any right or remedy, or to
insist upon strict performance following a default, shall constitute a
waiver of such default by ATRIUM, nor will acceptance of full or
partial payment during continuance of any breach constitute a waiver of
any such breach, term, or condition.
10. MISCELLANEOUS:
ATRIUM shall have the right to show the leased premises to prospective
tenants, WITH PRIOR NOTICE, if the term of this Lease is
month-to-month, or if either party has given notice to the other of
termination of this Lease, or if TENANT is in default under this Lease.
ATRIUM has the right to inspect the leased premises at all reasonable
times.
Unless another address is stipulated in writing, written notices from
ATRIUM to TENANT shall be deemed sufficient if delivered to the leased
premises.
ATRIUM shall not be responsible for any temporary breakdown of
electricity, heat or air conditioning services, janitorial services,
snow removal, or any other
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services provided by building owner; however, ATRIUM shall make all
reasonable efforts and exert all possible pressure to correct any
problem which may occur. ATRIUM shall not be responsible for any
temporary breakdown of telephone services caused by or occurring in the
systems of local or long distance telephone carriers providing services
to the center.
Notwithstanding any provision to the contrary, ATRIUM is responsible
only for the provision of services specified hereunder. TENANT
acknowledges and agrees that ATRIUM shall not be liable to TENANT, in
damages or otherwise, by reason of any injury to or interference with
TENANT'S business arising out of ATRIUM providing, temporarily failing
to provide, or the manner in which it provides, telephone, secretarial
or any other services which it provides hereunder, irrespective of
whether or its employees may be deemed negligent. In any such event,
ATRIUM'S liability shall be limited to the actual cost charged by
ATRIUM for the particular service alleged to have caused the injury or
interference, or the prorated cost for the service during the period
such service was not provided.
TENANT may not assign or sublet the leased premises, or any part
thereof, without the prior written consent of ATRIUM.
This Lease and all covenants, provisions and conditions herein
contained, shall inure to the benefit of and be binding upon the heirs,
legal representatives, successors and assigns of both parties.
This Lease contains the entire agreement between ATRIUM and TENANT.
Any provision of this Lease which proves to be invalid, void or illegal
will in no way affect, impair, or invalidate any other provision
hereof, and all other provisions will remain in full force and effect.
If TENANT is a corporation, each individual executing this Lease on
behalf of said corporation represents and warrants that s/he is duly
authorized to execute and deliver this Lease, and that this Lease is
binding upon said corporation. If TENANT is a partnership or sole
proprietorship, each individual executing this Lease understands that
s/he is personally responsible for performance.
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IN WITNESS WHEREOF, ATRIUM and TENANT have executed this Lease as of
the 5th day of June, 1997.
ATRIUM EXECUTIVE CENTER, INC.
ATTEST: LESSOR
/s/ X. Xxxxxxx By: /s/ Xxxxxxx X. XxxXxxx
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SUMMA FOUR, INC.
ATTEST: TENANT
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. St. Germain
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SVP & CFO
-----------------------------------
Printed Name & Title
Home Office Address:
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
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EXHIBIT A-1
The following amenities and services are provided to TENANT under this Lease and
Service Agreement:
- Cluster office suite, consisting of four exterior offices and
reception/work/storage area.
- Executive set of office furnishings, including wood desk and credenza,
executive swivel chair and two upholstered guest chairs for each
private office. Secretarial desk and chair for reception area. Four 7'
bookshelves and three 4' bookshelves will also be provided.
- Shared use of ATRIUM's spacious reception area. Our personable
receptionists will greet your clients.
- Experienced Executive Center Manager to ensure efficient handling of
your business requirements.
- Full-feature telephone instruments @ $35 each per month; full feature
speaker phones @ $50 each per month; telephone, FAX and modem lines @
$25 each per month; directory mailbox @ $35 per month; individual voice
mail boxes @ $15 each per month; directory listing @ $2 per month
(optional). Tenant is responsible for all installation and monthly
service charges for its dedicated phone lines, connection to the
message center, plus all message units and toll calls incurred by
Tenant. In consideration of this lease, LONG DISTANCE CALL CHARGES
SHALL BE BILLED AT 18 CENTS PER MINUTE; LOCAL CALL CHARGES SHALL BE
BILLED AT 8 CENTS PER MINUTE.
- Automated attendant service.
- Luxurious conference rooms - TENANT may use a conference room or
part-time office on a reservation basis (or without prior reservation
if not in use), up to ten (10) hours per month (non-cumulative).
Additional hours billed at $25 each. Larger training/meeting facility
available at $50 per hour.
- Twenty-four hour access to office. Honeywell security system for your
protection.
- Access to support service facilities from 8:30 a.m. to 5:00 p.m.,
Monday through Friday, except legal holidays.
- Executive Center business address may be listed on TENANT's stationery
and other printed materials.
- Executive Center FAX number may be listed on TENANT's stationery.
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- Your Company Listing on Executive Center directory. Additional or
changed directory listings available at $25 each.
- Utilities - HVAC and electric service.
- Daily janitorial service.
- Complimentary coffee and tea - shared use of kitchen facilities.
- Shared use of fitness facility and equipment, at TENANT's own risk.
- Use of shower facilities.
- Package receipt.
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EXHIBIT A-2
The following services are available to TENANT at prevailing rates. ATRIUM
reserves the right to add to, delete, or make comparable substitutions for, the
services described herein, without being deemed in default of this Lease. Rates
for support services are subject to revision from time to time, but not more
frequently than once annually.
PHONE SERVICES:
- 24-Hour Voice Mail Coverage; individual boxes or directories with
various options and multiple mailboxes; voice mail paging.
- Personalized call screening. Operators announce each caller's name and
company to you.
- Personalized message taking and relaying of messages to you or your
voice mail.
- Telephone answering/screening of additional lines answered with
different company identification.
- Patching calls to you at your home, car, or other location, or paging
you.
- Outside phone directory line for convenient alter hours client access.
- VIDEOCONFERENCING (384 and 128)
- E-mail accounts.
- INTERNET access and research.
WORD PROCESSING/SECRETARIAL SUPPORT SERVICES:
- Word processing, spreadsheets, and desktop publishing by qualified
professionals, utilizing various software packages and sophisticated
network system.
- Sales presentation materials, including graphics, full color or black
and white, hard copy or transparencies.
- Executive secretarial services, including administrative assistance,
telephone sales support, order taking, customer contact, etc.
- General secretarial services, including filing, processing mailings,
deliveries to your office by our staff, errands, checking your mail,
etc.
- Database/mailing list compilation and maintenance. Merge letters,
envelopes, labels.
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- Meeting arrangements and coordination.
- Travel arrangements, car rentals, hotel and restaurant reservations,
ticket procurement.
OFFICE SERVICES:
- Photocopy services: full color and black and white.
- FAX services: plain paper.
- Laser printing: full color and black and white.
- Color scanner.
- 24-hour phone-in dictation.
- Binding services.
- Mail metering. U.S. Postal, UPS, Federal Express & courier services.
- Office supplies.
- Notary service.
- Floral arrangements, gift baskets, gift selection.
- Catering services for your office functions.
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EXHIBIT A-3
RULES & REGULATIONS
ACCESS: TENANT shall have access to the premises 24 hours a day, seven days a
week. Hallways, entrances, lobbies and any common areas of the building or
center may not be obstructed by TENANT or used by TENANT for any purpose other
than access to the building and TENANT's office. Shared use of executive center
facilities shall be as provided in the lease.
USE: TENANT is entitled to quiet enjoyment of the leased premises. TENANT will
conduct its affairs in a businesslike manner, dress appropriately, and not do
any act or thing or make any noise which would obstruct or interfere with the
rights of other tenants, or which would cause injury or annoyance to other
tenants, or cause damage to the center or the building. No holes shall be
drilled or nails, screws, bolts or tape of any kind fastened to the wails or
partitions, except that standard picture hooks may be used. TENANT will not prop
open any corridor doors or exit doors during or after business hours. TENANT
will not remove any of ATRIUM's furniture, fixtures, equipment or decorative
materials from the offices. The use of rooms as sleeping quarters is prohibited.
LOCKS/KEYS: TENANT will be provided one set of keys to the office; additional
copies may be made by TENANT as required. TENANT may not place additional locks
upon any doors. Upon surrendering possession of the premises, TENANT shall
return to ATRIUM all existing keys for the premises and security cards issued.
SIGNS: Signs, lettering insignia, advertisements, or notices may not be
inscribed, painted, installed or placed on or in any window or door or any other
part of the building. Names on suite entrance doors shall be provided for TENANT
by ATRIUM. Networking boards are provided in the kitchen areas where TENANTS are
welcome to post notices or advertisements.
UTILITIES: Normal utilities (HVAC and electrical service) for executive suite
clients are provided. TENANTS are not restricted from bringing in their own
computers, laser printers, photocopiers, or FAX machines, if desired. TENANT
will be billed for additional utility costs for this equipment (other than
personal or laptop computers) predicated on usage estimates provided by PSE&G.
No refrigerators, cooking or coffee equipment shall be utilized in the offices.
Coffee service, microwaves and refrigerators are provided free of charge in the
kitchen areas. Fire Codes prohibit extension cords. Dedicated lines or
additional outlets required to handle TENANT's equipment needs will be provided
by ATRIUM'S licensed contractors at TENANT's expense.
EXERCISE ROOM: An exercise room is provided for the sole use of executive center
tenants and their employees. TENANT assumes all risk and liability in connection
with use of this facility, and shall indemnify and hold ATRIUM harmless from all
liabilities, obligations, damages, penalties, claims, costs charges and
expenses, including legal fees,
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by reason of loss of life, personal injury and/or loss or damage to property
arising out of use of this facility, regardless of cause. TENANT acknowledges
that ATRIUM is providing this facility as an extra service and may terminate
same at any time.
SMOKING: The ATRIUM II building is an officially designated non-smoking
facility. Smoking is prohibited in all areas of the building and the ATRIUM
EXECUTIVE CENTER including offices, conference rooms, hallways, stairwells,
lobbies, vestibules and restrooms.
CHILDREN/PETS: Children are welcome to visit the center with their parents
provided they do not cause disturbances to other tenants. Pets (cats, dogs,
birds, fish, reptiles or animals of any kind) may not be brought into the
building at any time.
RECYCLING: Mt. Laurel Township requires offices to recycle white paper and
computer printouts (laser and impact printers). Recycling containers are
provided throughout the center for your convenience.
FIRE INSPECTION: Mt. Laurel Township conducts an annual fire inspection of each
office within the center, for which it assesses an inspection fee (currently
$25). TENANT is responsible for payment of this fee directly to Mt. Laurel
Township.
ATRIUM shall have the right to enter the premises at all reasonable hours for
the purpose of making any repairs, alterations or additions which it shall deem
necessary. Once TENANT gives notice of intent to vacate, ATRIUM shall have
immediate access and TENANT shall in no way hinder ATRIUM from showing premises.
ATRIUM reserves the right to modify or add any rules or regulations necessary
for the safety, maintenance, operation and cleanliness of the executive center,
upon thirty days' notification to TENANT. New rules and regulations will not be
unreasonably inconsistent with the proper use and enjoyment of the premises by
TENANT under the lease.
