1
EXHIBIT 10.9
[CONFORMED COPY]
EXECUTIVE SERVICE AGREEMENT
THIS AGREEMENT is made May 20, 1997 between CENTURY NATIONAL BANK
("Client") and INTEROFFICE/BETHESDA, INC. ("InterOffice"). In consideration
of the performances of the covenants contained herein and intending to be
legally binding, the parties agree as follows:
1. InterOffice agrees to provide Client the exclusive use of the
furnished office(s) designated as office(s) number 743 on the 7th
floor (the "Premises") of the building located at 0 XXXXXXXX XXXXX
XXXXXX, XXXXX 000, XXXXXXXX, XX 00000 (the "Building") for the term of
12 months, commencing on the 1st day of JUNE, 1997 ("Commencement
Date"), and ending on the 31st day of MAY, 1998 ("Termination Date").
Client agrees to pay a monthly office rental in the amount of
$1,170.00** (the "Monthly Office Rental") payable in advance without
offset or deduction, on or before the first day of each month of the
term. This office(s) is intended for the use of 1 person(s).
Additional people occupying the office(s) shall be charged at
$60/month. **INTEROFFICE AND CLIENT EACH AGREE THAT CLIENT MAY
RELOCATE TO ANOTHER INTEROFFICE LOCATION BY SIGNING AN AGREEMENT WITH
THAT PARTICULAR LOCATION TO PAY FULL MARKET RATE, PROVIDED THAT CLIENT
GIVE THIRTY DAYS NOTICE OF ITS INTENTION TO DO SO.
2. The Monthly Office Rental shall include at no additional cost to
Client the following services (usage/amounts shall be reasonable if
not specified):
a. Full-Time Receptionist i. Full Kitchen and Lounge Facility
b. Furnished Reception Room j. Building Directory Listing
c. Telephone Answering k. Mail Receiving
d. Telephone Call Screening l. 1 Engraved Door Name Plate(s)
e. Voice Mail* m. Maintenance, Utilities &
f. 4 Conference Rooms & Janitorial Services
Seminar Facility* n. Reciprocal Use of All InterOffice Centers
g. Travel Arrangements *(not available at all locations)
h. Law Library*
3. InterOffice shall provide Client with the following Business Services,
on a non-exclusive basis. Charges for these services (the "Business
Services Charges") shall be in accordance with the current rate
schedule (see "Schedule "A" attached) and are subject to adjustment by
InterOffice upon thirty (30) days written notice to Client. Business
Services Charges are due
2
on or before the first day of each month for the Business Services
rendered during the immediately preceding month.
a. Beverage Service e. Mail Processing i. Telephone Sets & Lines
b. Computer and LAN services* f. Office Supplies j. Videoconferencing*
c. Desktop Publishing g. Presentation Binding k. Word Processing
d. Facsimile Transmission h. Secretarial Support l. Xerographic Copying
*(not available at all locations)
4. InterOffice agrees to rent Client furniture in accordance with the
attached "Schedule "B." The monthly furniture rental charge shall be
$100.00 (the "Furniture Rental Charge"), payable in advance, without
offset or deduction, on or before the first day of each month of the
term.
5. The first payment of Monthly Office Rental and Furniture Rental Charge
shall be due and payable upon execution of this Agreement. If the
Commencement Date begins on a day other than the first day of a month,
these charges shall be prorated at the rate of one-thirtieth (1/30) of
the Monthly Office Rental and Furniture Charges for each day payable
in advance.
6. Simultaneously with the execution of this Agreement, Client shall
deposit with InterOffice a refundable Security Deposit in the amount
of $1,395.00, as security for the full performance by the Client of
all the terms and conditions of this Agreement as well as for the cost
of any repair or collection of damages to the premises in excess of
normal wear and tear. Client agrees to restore, upon demand, the full
security deposit at any time during the term of this Agreement if
amounts are used to cure any default, or restore the premises. As
long as Client is not in default of this Agreement, any and all
Security Deposits or any balance thereof shall be returned to Client
within sixty (60) days after Client has vacated the premises and left
said premises in an acceptable condition, returned all keys and
security cards and paid all charges.
7. If Client fails to pay the Monthly Office Rental, Furniture Rental
Charges or Business Services Charges or other charges within five (5)
business days of the date due, a late payment penalty may be assessed
by InterOffice equal to five percent (5%) of the total outstanding
balance or $5.00 per day, commencing the 5th business day following
the date due, until the balance is paid, whichever is greater. If
Client shall fail to pay any installment of Monthly Office Rental ,
Furniture Rental Charge or Business Services Charge or any other
charge, or shall violate or fail to perform any of the other
conditions or agreements herein made by Client, and such failure shall
continue for a period of five (5) days, after written notice thereof
to Client by InterOffice, Client shall be in default. Then at the
option of
-2-
3
InterOffice, this Agreement shall cease and terminate, resulting in
the Client immediately vacating the premises and subjecting Client to
liability for damages.
8. If Client shall default on this Agreement, InterOffice may, without
further notice, (a) terminate this Agreement. Upon termination Client
shall have no further right to avoid the termination by payment of any
sum due or by performance of any condition, term or covenant broken;
(b) accelerate all Monthly Office Rental and Furniture Rental Charges
due under this Agreement for the entire unexpired term of the
Agreement, and demand all sums due and payable immediately; (c) take
possession of all property in Client's office or stored by Client on
the premises and store it, at Client's expense until taken in full or
partial satisfaction of any lien or judgment, all without being liable
to prosecution or for damages; (d) deny access to the premises by
Client and deny use of any of the services, including
telecommunications services and; (e) take any other remedies allowed
by law. In the event InterOffice brings legal action to enforce this
Agreement, Client shall pay, in addition to the amounts listed in the
preceding sentence, all of InterOffice's reasonable attorney's fees
and all other payments, costs and expenses incurred in enforcing this
Agreement and collecting sums due hereunder.
9. In the event that either party does not wish to renew this Agreement,
either party may provide sixty (60) days written notice to the other
prior to the Termination Date which will terminate the Agreement upon
the initial Termination Date. If either party does not give such
notice, this Agreement shall renew itself under the same terms and
conditions for a term equal to the Initial Term. In the event that
the term is automatically extended, the Monthly Office Rental shall be
increased by the same percentage amount of the most current Consumer
Price Index Factor (CPI) as issued by the Bureau of Labor Statistics
of the United States Department of Labor. Should client give (60)
days notice to renew beyond the initial term for a period of less than
twelve months, the Monthly Office Rental shall be increased by CPI.
10. In the event that Client shall not immediately surrender the premises
upon final termination of this Agreement or termination of this
Agreement pursuant to the provisions of paragraph seven (7) hereof,
Client shall by virtue of the provisions hereof, become a Client by
the month at the monthly rental rate of one hundred fifty percent
(150%) of the then current rental amount. InterOffice's acceptance of
such holdover rent shall not in any manner adversely affect
InterOffice's other rights or remedies, including InterOffice's right
to require Client to vacate the premises and to recover damages. A
holdover Client shall give to InterOffice at least thirty (30) days
written notice of any intention to vacate the premises; such notice
must be given in writing to InterOffice on or before the first
business day of the month. A holdover Client shall be entitled to
thirty (30) days written notice from InterOffice
-3-
4
to terminate the Executive Service Agreement and vacate the premises,
except in the event of the nonpayment of rent or default under this
Agreement by Client, in which event Client shall not be entitled to
any notice to quit. Holdover shall refer to an expired and unextended
agreement.
11. Client shall use the premises for general office purposes only and in
accordance with the use permitted under applicable zoning regulations.
Client shall comply with all present and future laws, ordinances,
regulations and orders of all agencies of the Federal, State, and
Local governments and any other public authority having jurisdiction
over the premises, as well as all building rules and regulations.
Client, its employees, agents and invitees, shall conduct their
business in such a manner as to be compatible with other Clients of
InterOffice and will also conduct its business in such a way as not to
interfere with the work of InterOffice's employees.
12. Client shall not assign or transfer this Agreement without first
obtaining the prior written consent of InterOffice, which consent
shall not be unreasonably withheld.
13. All notices by Client or InterOffice to the other must be in writing
and will be considered given if delivered personally to one of
Client's or InterOffice's officers or mailed by registered mail
addressed to Client or InterOffice at the premises.
14. Client shall make no alterations, installations, additions or
improvements in or to the Premises without InterOffice's prior written
consent. Client will not alter any lock on any door of the Premises
without prior written consent. Client will deliver up the Premises
clean and in the same condition in which they were on the commencement
of the term of the Agreement, ordinary wear and tear and damage by the
elements excepted. InterOffice shall have the right, at its sole
discretion, to modify the non-exclusive areas of the Premises.
15. Client shall not install or operate in the premises nay electrically
operated equipment other than normal and customary equipment found in
a modern office or equipment that in InterOffice's sole discretion,
requires a separate electrical circuit, without the written consent of
InterOffice. Client shall not install or operate in the Premises
computers (personal computers excepted), printers (laser printers and
printers with sound covers excepted), copy machines, telex, facsimile
and postage machines without the prior written consent of InterOffice
or any equipment or machinery that is heat producing, causes
vibrations, is too heavy, or can be construed as a fire hazard if not
properly monitored. Client shall not offer any service to other
Clients of InterOffice that InterOffice offers to its Clients, in the
normal course of its business.
-4-
5
16. Client shall indemnify and hold harmless InterOffice from and against
any loss, damage or liability occasioned by or resulting rom any
default hereunder or any willful or negligent act on the part of
Client, its agents, employees, or invitees, or persons permitted on
the Premises by Client. InterOffice shall save Client harmless from
and against any loss, damage or liability occasioned by or resulting
from the willful acts or gross negligence of InterOffice, its
employees and agents. Client expressly agrees to waive, and agrees
not to make any claim for damages, direct or consequential, arising
out of any failure to furnish any service or facility, any error or
omission with respect thereto, or any delay or interruption of the
same, assuming such service or facility is not unreasonably withheld.
17. InterOffice shall, at Client's expense, offer to arrange for
appropriate liability insurance for Client with a preapproved
insurance carrier. Client may elect to arrange for insurance from
another carrier. In either case, Client agrees to provide InterOffice
with a certificate of insurance naming InterOffice as an additional
insured evidencing General/Public Liability coverage with liability
limits of not less than $1,000,000 per occurrence for Bodily Injury
and/or Property Damage Liability and $50,000 per occurrence for
Fire/Legal Liability. Said insurance coverage shall remain in force
during the term of this agreement and renewals thereof.
18. Client recognizes that InterOffice or InterOffice's agent has expended
considerable time, effort and expense in hiring and training its
employees, and that the hiring of an employee by Client would save
considerable time and expense in training and procurement and would
cause InterOffice or InterOffice's agent to expend additional time and
expense. Therefore, during the term and for six (6) months after its
expiration, if Client hires an employee of InterOffice or
InterOffice's agent who was an employee at any InterOffice Center
during any portion of the term or for six (6) months after its
expiration, Client agrees to pay InterOffice a procurement fee of
$10,000.00.
19. Client shall fill out all terms on InterOffice's "New Client
Information Form" and return a signed copy to InterOffice.
20. Client represents and warrants that it has not employed or had any
dealings with a broker, agent or representatives relating to this
Agreement and that no fees of any kind are to be paid by InterOffice.
21. This Agreement is subject and subordinate to an Xxxxxxxxx dated May
15, 1995 between InterOffice and the landlord of the Building. If any
conflict occurs between this Agreement and the Xxxxxxxxx, the
Xxxxxxxxx shall prevail. In the event of the termination or
expiration of the Xxxxxxxxx, this Agreement shall terminate.
-5-
6
22. Upon termination of this Agreement, it is Client's responsibility to
notify all parties of Client's new telephone number and mailing
address. InterOffice will xxxx Client for any new postage necessary
in the event InterOffice forwards Client's mail after termination.
Client may be asked to pay a retainer against postage charges.
23. If a check is returned for any reason whatsoever, Client will pay an
additional charge of $75.00 per returned check. If a check is
returned, then for the purposes of calculating late charges or events
of default, the payment represented by the check will be deemed to
have never been made.
24. Client will not remove or attempt to remove any of the Client's
property from the premises, other than in the ordinary course of
business, without having first paid any amounts due, or amounts that
will become due under this Agreement.
25. Any provision of this Agreement which proves to be invalid or illegal
will in no way affect any other provisions of this Agreement which
will remain in full force.
26. [Deleted from agreement by interlineation of the parties]
27. The parties intend that the substantive laws of the Commonwealth of
Virginia apply to the interpretation of this Agreement, without regard
to Virginia's conflict of laws doctrines. The parties agree that the
Circuit Court of Fairfax County, Virginia, or the United States
District Court for the Eastern District of Virginia (Alexandria
Division) constitute proper fora for litigation concerning this
Agreement, and hereby waive objection to jurisdiction, venue, and
forum now conveniens in such courts.
28. This Agreement, together with Schedules A and B attached hereto,
contains the entire agreement of the parties hereto.
-6-
7
AGREED TO: CLIENT:
INTEROFFICE/BETHESDA, INC. CENTURY NATIONAL BANK
/s/ M. Solvail (SEAL) By: /s/ Xxxxx X. Xxxxxxxx (SEAL)
------------------------------- -----------------------------
Xxxxx X. Xxxxxxxx
-----------------------------
(Print Name)
Title: Sr. Vice President
----------------------
GUARANTOR:
N/A
-----------------------------
-----------------------------
(Print Name)
-----------------------------
Guarantor's Social Security
Number
-7-
