EXHIBIT 10.31
AGREEMENT
UNIVISION COMMUNICATIONS INC.
AND
CHARTWELL SERVICES, INC.
INTRODUCTION
This Agreement, dated as of January 1, 1998, is between UNIVISION
COMMUNICATIONS INC., a Delaware corporation ("Univision"), and CHARTWELL
SERVICES, INC. ("CSI"), a California corporation (each a "Party" and together
the "Parties").
Whereas CSI provides certain of its employees to Univision on a
full-time or part-time basis.
Whereas CSI furnishes such employees and certain executives of
Univision with office space and office support.
Whereas the Parties wish to set forth the terms on which Univision
will reimburse CSI for the salaries and benefits of such CSI employees and for
various costs incurred in providing such employees and Univision executives with
office space and office support.
ARTICLE 1
AGREEMENT
1.1 REIMBURSEMENT OF SALARIES AND BENEFITS. Univision will reimburse
CSI for the percent of salaries and benefits set forth opposite those
individuals shown on Exhibit A on a monthly basis. Exhibit A shall be amended
periodically by the Parties to reflect CSI employees who are working part-time
or full-time for Univision.
1.2 REIMBURSEMENT OF OFFICE AND ADMINISTRATIVE COSTS.
1.2.1 OFFICE COSTS. Univision will reimburse CSI for the pro
rata portion of all expenses incurred by CSI in providing office space and
office services to CSI employees who work full-time or part-time for Univision,
as well as for the costs incurred by CSI in providing office space and services
to executives of Univision who have an office in CSI's offices at 1999 Avenue of
the Stars. Such expenses shall include a pro rata portion of rent, as well as
other costs associated with maintaining an office including, but not limited to,
office space and common areas, parking fees, supplies, long-distance telephone
calls, facsimile transmissions, postage, and Federal Express and United Parcel
Service shipments. All such expenses shall be reimbursed monthly. The pro rata
portion shall be determined based on (a) the
total square footage of the offices used by such employees and executives to
(b) the total square footage of all offices in CSI's suite at 1999 Avenue of
the Stars. The initial percentage shall be 26.71%, which shall be amended
from time to time to reflect the number and size of CSI offices being
utilized by full-time and part-time CSI employees providing services to
Univision and to Univision executives.
1.2.2 ADMINISTRATIVE COSTS. Univision will reimburse CSI
for general administrative and tenant expenses and improvements in a manner
the Parties agree to from time to time.
1.3 REIMBURSEMENT OF TRANSPORTATION COSTS. Univision will reimburse
CSI for allocable transportation costs, including, but not limited to, the use
of the company airplane of Chartwell Partners LLC, the cost of limousine
service, and any automobile allowances granted to CSI employees.
1.4 INDEMNITY. To the fullest extent permitted by applicable law,
Univision hereby indemnifies CSI against any all expenses if CSI is made a party
to, or threatened to be made a party to, or otherwise involved in, any legal,
administrative, arbitration or other proceeding arising out of the provision of
CSI employees to Univision or attributable to the actions or presence of
Univision executives at CSI offices.
1.5 TERM AND RENEWAL. The term of this Agreement shall be for a
period of three (3) years, effective as of January 1, 1998 and ending on
December 31, 2000. This Agreement will be automatically renewed for a one (1)
year term unless cancelled by either party upon thirty (30) days written notice
by September 30, 2000 or by September 30 of any subsequently extended year.
1.6 UNIVISION BOARD APPROVAL. This Agreement shall become effective
only if it is approved by Univision's Board of Directors, as required by its
Bylaws.
ARTICLE 2
MISCELLANEOUS PROVISIONS
2.1 AMENDMENTS; WAIVERS. Amendments, waivers, demands, consents and
approvals under this Agreement must be in writing and designated as such. No
failure or delay in exercising any right will be deemed a waiver of such right.
2.2 INTEGRATION. This Agreement is the entire agreement between the
Parties pertaining to its subject matter, and supersedes all prior agreements
and understandings of the Parties in connection with such subject matter.
2.3 INTERPRETATION; GOVERNING LAW. This Agreement is to be construed
as a whole and in accordance with its fair meaning. This Agreement is to be
interpreted in accordance with the laws of the State of California.
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2.4 HEADINGS AND TITLES. Headings and Titles of Articles and
Sections are for convenience only and are not a part of this Agreement.
2.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which constitute one agreement.
2.6 SUCCESSORS AND ASSIGNS. This Agreement is binding upon and
inures to the benefit of each Party and such Party's respective heirs, personal
representatives, successors and assigns. Nothing in this Agreement, express or
implied, is intended to confer any rights or remedies upon any other person.
2.7 REPRESENTATION BY COUNSEL; INTERPRETATION. Each Party
acknowledges that it has been represented by counsel in connection with this
Agreement. Any rule of law, including, but not limited to, Section 1654 of the
California Civil Code, or any legal decision that would require interpretation
of any claimed ambiguities in this Agreement against the Party that drafted it,
has no application and is expressly waived.
2.8 SEVERABILITY. The provisions of this Agreement are severable.
The invalidity, in whole or in part, of any provision of this Agreement will not
effect the validity or enforceability of any other of its provisions. If one or
more provisions hereof is/are declared invalid or unenforceable, the remaining
provisions will remain in full force and effect and will be construed in the
broadest possible manner to effectuate the purpose hereof. The parties further
agree to replace such void or unenforceable provisions of this Agreement with
valid and enforceable provisions which will achieve, to the extent possible, the
economic, business and other purposes of the void or unenforceable provisions.
2.9 NOTICES. All notices, demands and requests required by this
Agreement will be in writing and will be sent to the address appearing below the
party's name on the execution page hereof. Any such notice, demand or request
shall be deemed to have been given for all purposes: (a) upon personal delivery;
(b) one (1) business day after being sent, when sent by professional overnight
courier service for next business day delivery from and to locations within the
continental United States; (c) five (5) days after posting when sent by
registered or certified mail; or (d) on the date of receipt by the sending Party
of confirmation of the successful transmission of the facsimile, as printed by
facsimile machine, when sent by facsimile. Any Party hereto may from time to
time by notice in writing served upon the others as provided herein, designate a
different mailing address or a different party to which such notices or demands
are thereafter to be addressed or delivered.
2.10 RELATIONSHIP OF PARTIES. Nothing herein contained is deemed to
constitute a partnership between or joint venture by the Parties, nor will
either Party be deemed the agent of the other. Neither Party will hold itself
out contrary to the provisions hereof.
2.11 FURTHER ACTIONS. Subject to the terms and conditions of this
Agreement, each of the Parties agrees to use all commercially reasonable efforts
to take, or cause to be taken, all action necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date on the first page.
UNIVISION COMMUNICATIONS, INC.
a Delaware corporation
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
Address: Glenpointe Centre West
500 ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer
CHARTWELL SERVICES, INC.
a California corporation
/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
By: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
Address: 1999 Avenue of the Stars
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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EXHIBIT A
1.1 CSI EMPLOYEES FURNISHED ON FULL-TIME BASIS TO UNIVISION:
▇▇▇▇▇▇ ▇▇▇▇▇▇ (100%)
1.2 CSI EMPLOYEES FURNISHED ON PART-TIME BASIS TO UNIVISION:
▇▇▇ ▇▇▇▇▇▇ (50%)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (26.71%*)
▇▇▇▇ ▇▇▇▇▇▇▇ (50%)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (26.71%*)
*Calculated based upon percentage of office space used by
Univision Communications Inc. employees at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as of February 25, 1998.
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