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EXHIBIT 10.9
LEASE AND SERVICES AGREEMENT
LEASE AND SERVICES AGREEMENT ("Agreement"), made this 17th day of
November 1995, by and between ALLIANCE Greensboro, L.P., a Delaware partnership
d/b/a ALLIANCE Business Centers with principal offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Landlord") and Century National Bank, a District
of Columbia corporation with principal offices at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ (the "Tenant"), to lease the office(s) described below
and to purchase certain services described in this Agreement.
Agreement to Lease. Landlord hereby leases to Tenant, and Tenant rents from
Landlord, a portion of the Landlord's executive suite (the "Executive Suite")
located in the building known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Building") identified as Office/Suite number(s) #1049 and
designated on the floor plan attached to this Agreement as Exhibit "A" (the
"Premises"). Premises shall be used by no more than one person. No adjustment
in the maximum number of persons occupying the Premises will be made without
Landlord's prior written consent. Changes in the number of persons occupying
The Premises shall result in a rental adjustment as stated in paragraph 6 of
this Agreement. Tenant shall pay the rent and other charges and perform all
other obligations required of Tenant in this Agreement without set-off or
deduction. The Basic Terms of this Agreement are also outlined in Exhibit "B &
D", attached.
1. Use of Office. During the term of this Agreement, provided
Tenant is not in default of any of the terms, covenants, conditions or
provisions of this Agreement, Tenant shall have the exclusive use of the
Premises. Landlord may take possession of the Premises and substitute other
space in the Executive Suite substantially comparable to the Premises by giving
written notice to Tenant at least thirty (30) days in advance, and Landlord
shall pay for all reasonable costs of relocation.
2. Rent and Other Charges. Tenant agrees to pay Fixed Monthly
Rental Charges of $880.00 in advance, on the first day of each calendar month
during the term of this Agreement, without notice or demand, and without set
off or deduction. The rent for the first month shall be paid upon the signing
of this Agreement. If any payment of rent or other charges due under this
Agreement is not received within five (5) calendar days after its due date, the
Tenant will also pay a late payment charge which shall be an amount equal to
10% of the past due payment for each and every month or part thereof that such
payment remains unpaid or $50.00, whichever is greater. The financial terms of
this Agreement are strictly confidential and Tenant agrees not to divulge this
information to any other Tenant or potential tenant of Landlord. All checks
must be drawn on a United States Bank or all fees or delays shall be charged to
Tenant.
3. Term. The term of this Agreement is for a period of
approximately twelve months, commencing on January 1, 1996 at 9:00 a.m. and
expiring on December 31, 1996 at 5:00 p.m.
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4. Security Deposit. Tenant shall deposit with Landlord $880.00 as
a non-interest bearing security deposit. Landlord may use the security deposit
to cure any default of Tenant under this Agreement, restore the Premises
including any and all furniture, fixtures and equipment provided by Landlord
and vendors at the Premises to their original condition, reasonable wear and
tear excepted, to pay for repairs to any damage to the Premises, Executive
Suite or Building, caused by Tenant or Tenant's guests, to pay any rent or
other charges which Tenant owes Landlord at or prior to the expiration of this
Agreement, and to reimburse Landlord for costs or expenses arising from any
other obligation of Tenant which Tenant has failed to perform. If Landlord
transfers control or ownership of the Premises and Landlord transfers the
security deposit to such purchaser, Tenant will look solely to the new Landlord
for the return of the security deposit, and the Landlord named in this
Agreement shall be released from all liability for the return of the security
deposit. The security deposit (less any sums used by Landlord) will be returned
within sixty (60) days after the termination of any services rendered or
expiration of the term hereof. The security deposit shall not be considered to
be the final payment of Fixed Monthly Rental charges or service charges under
this Agreement.
5. Services. Provided Tenant is not in default of any of the terms,
covenants, conditions or provisions of this Agreement, Landlord shall make
available to Tenant certain Services and Facilities ("Services") as more fully
described in Exhibit "C" attached to this Agreement. Such Services which are
described in Exhibit "C" as being subject to a separate charge are due and
shall be paid for by Tenant on the first day of each calendar month following
the period being billed during the term of this Agreement. If payment is not
received by Landlord within five (5) calendar days of first becoming due,
Tenant shall pay a late charge in an amount equal to 10% per month on the
unpaid balances, or $50.00, whichever is greater. All such Services shall be
performed or provided at rates which are from time to time established by
Landlord during the term of this Agreement. The current rates are listed on
Exhibit "C". Landlord reserves the right to change the rates and charges for
Services, or to discontinue any Services upon a default by Tenant of any of the
terms, covenants, conditions or provisions of this Agreement, or, after
providing thirty (30) days advance written notice to Tenant.
6. Multiple Occupancy/Use. The Fixed Monthly Rental Charges are
based on the Premises and services being used by one person only. If more than
one person habitually use the Premises or services, the Fixed Monthly Rental
Charges will be increased by a factor of $100.00 for each additional person.
Tenant has asked that the second occupant not receive personal answering.
7. Telecommunications.
a. Provided Tenant is not in default of any of the terms,
covenants, conditions or provisions of this Agreement, Landlord will make
available to Tenant, a telecommunications package which may consist of some
combination of telephone numbers, lines, optional features such as call
forwarding, conference calling, etc., voice mail, long distance, and directory
listing. All
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components of the telecommunications package including any telephone numbers
used by Tenant will remain at all times the property of Landlord and Tenant
will acquire no rights in the components beyond the term specified by Landlord.
In the event that any toll fraud is traceable to telecommunications services
employed by Tenant, Tenant will reimburse Landlord for all charges associated
with the toll fraud including, but not limited to, unauthorized use of calling
cards or telephone lines. It is expressly acknowledged and agreed that Landlord
shall be the sole and exclusive provider of telecommunication services to
Tenant.
b. Tenant waives its recourse to the Landlord for any claimed
liability arising from the provision of telecommunication services. The
liability of Landlord for direct damages including, without limitation,
injuries to persons or property, arising out of mistakes, omissions,
interruptions, delays, errors or defects in transmissions occurring in the
course of furnishing telecommunications services and not caused by the
negligence of the Tenant or Tenant-provided equipment, or arising out of the
failure of Landlord to maintain proper standards of maintenance and operation
and to exercise reasonable supervision shall not exceed an amount equivalent to
the proportionate telecommunications charge to the Tenant for the period of
time during which such mistake, omission, delay, error or defect in
transmission occurs as calculated on a pro rata basis in quarter hour
increments using a thirty (30) day month as the base period.
c. Landlord has granted an exclusive license to ▇▇▇▇▇▇▇▇▇
Communication Services Company to provide telephone equipment, voice and data
services and other telecommunication services for the Premises. Tenant shall
enter into a customer service agreement with ▇▇▇▇▇▇▇▇▇ for telecommunication
services as described in and at the rates set out in the Service Order
Agreement which is attached hereto as Exhibit "F" and made a part hereof.
8. Furnishings. The Premises shall contain those items of furniture
and other items indicated on the Schedule of Furnishings attached hereto as
Exhibit "E" and made a part hereof ("furnishings"). All furniture and office
equipment supplied to Tenant for its exclusive use will be returned to Landlord
at the expiration of this contract in the same condition as first delivered to
Tenant, normal wear and tear excepted. If any repairs become necessary,
Landlord will cause the repairs to be made and, if repairs are necessitated by
Tenant's acts or negligence the repair charges will be billed to Tenant's
account. Tenant is not authorized to order any repairs or to make any repairs
itself.
9. Use of Office. Tenant will use the Premises only for general
office purposes. The type of business Tenant will conduct from the Premises is
Sales. Tenant will not conduct any other type of business from the Premises
without the prior written consent of Landlord. Tenant will not store or use
anything which will create a fire or theft hazard, cause noise, create an odor,
use abnormal amounts of electricity, create a nuisance, cause an increase in
Landlord's insurance premiums or cancellation of its insurance. Tenant will not
act in any manner which may offend Landlord or other tenants. Tenant will not
bring any pets into the office. If Tenant uses an impact
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or dot matrix printer, it will keep its office door closed during use. Smoking
is not permitted in the Executive Suite.
10. Alterations. Tenant will not make any alterations to the
Premises unless it obtains prior written approval from Landlord. Approval may
be conditioned on: (a) agreement that improvements will remain the property of
Landlord, at the termination of this Agreement; and/or (b) Tenant making a
security deposit; and/or (c) agreement by Tenant that it will return the
Premises to its original condition when it vacates.
11. Assignment/Subletting. Tenant shall not assign or encumber this
lease nor sublease all or a part of the Premises used by it.
12. Recruiting Landlord's Employees. Tenant acknowledges that
finding, hiring and training employees is time-consuming and expensive. Tenant
agrees that it will not, during the term of this Agreement and any renewals
thereof, or for a period of one year after the expiration or sooner termination
of this Agreement, hire or cause an offer to employ any person who is or has
been an employee of Landlord or Landlord's agent. If Tenant either (i) hires an
employee of Landlord or Landlord's agent; or (ii) hires any person who has been
an employee of Landlord or it's agent within six months prior to the time they
are hired by Tenant, Tenant will be liable to Landlord for liquidated damages
in an amount equal to six months' wages of the employee, at the rate last paid
that employee by Landlord. The provisions hereof shall survive the expiration
or sooner termination of the term hereof.
13. Personal Property Damage. Landlord shall not be liable for any
damage to personal property owned by Tenant, its guests, customers, invitees or
visitors, unless the damage is caused by the gross negligence of the Landlord
or its employees.
14. Personal Injury. Landlord shall not be liable for personal
injury suffered by Tenant, its guests, customers, invitees or visitors, unless
the injury is caused by Landlord's own gross negligence, or that of its
employees.
15. Tenant's Property. If Tenant vacates the Premises and leaves
behind any property, whatsoever, same will be considered abandoned by Tenant
and may be disposed of by Landlord at Tenant's expense. If Tenant defaults in
the payment of sums due to Landlord, and Landlord changes the locks, removes
Tenant's property, or otherwise denies access to Tenant, Landlord will not be
guilty of conversion.
16. Indemnity. If a claim is made against Landlord because of some
action or inaction of Tenant or its guests, customers, invitees or visitors,
Tenant will indemnify Landlord and hold it harmless from those claims. This
indemnity includes not only the amount of any such claim, but also all of
Landlord's costs in investigating and defending those claims including all
related fees charged
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by Landlord's Legal Counsel, plus a charge at the rate of $170.00 per hour for
any time spent by Landlord's officers in dealing with those claims. Further, in
the event that any of Landlord's employees travel off premises at the request
of Tenant and such travel results in damages or exposes Landlord to liability,
then Tenant will indemnify Landlord and hold it harmless from any such claims
or damages.
17. Insurance: Waiver of Claims.
a. Landlord has no obligation to and will not carry insurance
on Tenant's liability coverage, personal or business property or on the
Premises. Landlord will not be liable to Tenant or to any other person for
damages on account of loss, damage or theft, to any business or personal
property of Tenant. Tenant waives any claims against Landlord from any loss,
cost, liability or expense (including reasonable attorneys' fees) arising from
Tenant's use of the Premises or any common areas made available to Tenant by
Landlord or from the conduct of Tenant's business, or from any activity, work,
or thing done in the Premises or common areas by Tenant or Tenant's agents,
contractors, visitors or employees.
b. The Landlord shall not be liable or responsible to the
Tenant for any injury or damage resulting from the acts or omissions of
Landlord, its employees, persons leasing office space or obtaining services
from the Landlord, or other persons occupying any part of the Executive Suite
or Building, or for any failure of services provided such as water, gas or
electricity, or for any injury or damage to person or property caused by any
person (except for such loss or damage arising from the willful or grossly
negligent misconduct of the Landlord, its agents, servants, or employees) or
from the Landlord's failure to make repairs which it is obligated to make
hereunder. Neither Landlord or any of its agents, employees, officers or
directors shall be responsible for damages resulting from any error, omission
or defect in any typing, copying, assembling or other secretarial work, or work
performed or provided as part of the services rendered, whether uncompensated
services or compensated services are rendered.
c. Tenant shall provide Landlord with a certificate of
insurance evidencing General/Public Liability coverage with liability limits of
not less than One Million Dollars ($1,000,000) per occurrence for Bodily Injury
and/or Property Damage Liability and One Hundred Thousand Dollars ($100,000)
per occurrence for Fire/Legal Liability. Said insurance coverage shall remain
in force during the term of this Agreement and renewals thereof and the
Landlord shall be named as an additional insured. Tenant's failure to provide
or maintain such insurance shall not reduce or otherwise alter Tenant's
liability or responsibility to pay any judgment rendered against Tenant for
such Liability and Damages.
d. Tenant agrees to defend, indemnify and hold Landlord
harmless from and against any and all claims, damages, injury, loss and
expenses to or of any person or property
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resulting from the acts or negligence of Tenants, its agents, employees,
invitees and licensees while in the Building, Executive Suite and Premises.
18. Right of Entry. Landlord has the right without notice to enter
upon the Premises at any reasonable time to examine same, make repairs,
alterations or improvements, or to show the Premises to prospective tenants,
and in the ordinary course of providing services requested by Tenant.
Landlord's right of entry shall include the right to enter upon the Premises
for the purposes of inspection. Landlord shall have a key to the Premises.
19. Waiver. If Landlord allows any default or variance in this
Agreement, or does not enforce each and every provision of this Agreement, same
will not constitute a waiver of its rights. No matter how often Landlord allows
the default or variance, or a variety of defaults or variances by Tenant or
others, or does not enforce each and every provision of this Agreement, it may
still, without advance notice, require strict adherence to this Agreement or
prohibit future variances. Nothing will change the terms of this Agreement, or
extend it, or add to it, unless in writing and signed by Landlord and Tenant.
20. Holdover. If Tenant or any one claiming through Tenant holds
over in the Premises beyond the expiration or termination of the term of this
Agreement, then Tenant's occupancy may be continued, at Landlord's option, on a
month-to-month basis, at an increased rate equal to twice the Fixed Monthly
Rental Charges set forth in Paragraph 2 hereof. The Fixed Monthly Rental
Charges will be due on the first day of each month, and there will be no
pro-ration for a partial month of use.
21. Vacating. Upon the expiration or sooner termination of the term
of this Agreement, Tenant will promptly vacate the Promises in the same
condition as when first occupied by Tenant, normal wear and tear excepted, turn
in its keys, and provide Landlord with a forwarding address and telephone
number.
22. Mail Forwarding. After termination or expiration of the term of
this Agreement, Tenant shall notify all parties of Tenant's new address.
Landlord will forward mail to Tenant at its new address for a period of 15
days, and will ▇▇▇▇ Tenant for clerical, supplies and/or any cost of delivery
or any new postage necessary for the forwarding. Afterwards, mail forwarding
may be continued for a monthly fee of $50.00, plus 50 cents per piece handling
fee and any cost associated with delivery or postage. Tenant, if requested by
Landlord, shall pay a retainer against anticipated monthly forwarding charges.
Absent such an arrangement, mail will be returned.
23. Events of Default. The following are Events of "Default":
a. Fixed Monthly Rental Charges more than five days past due;
b. Any other costs or charges more than ten days past due;
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c. If Tenant becomes insolvent, makes an assignment for
benefit of creditors, or files a voluntary petition under
any bankruptcy or insolvency law, or has filed against it
an involuntary petition under any such law; or,
d. Default in any other terms of this Agreement or the
exhibits attached hereto, but only if Landlord gives
Tenant written notice of the default, and Tenant fails to
cure the default within five (5) days of the notice. In
the event of a recurring default, Landlord will give
Tenant five (5) days notice to cure for the first event of
default. Thereafter, Landlord need not give Tenant any
notice for a substantially similar default.
24. Remedies. On Default, Landlord may choose any or all of the
following remedies:
a. Terminate this Agreement;
b. Accelerate the Fixed Monthly Rental Charges, and demand
all sums due immediately;
c. Take possession of all property in the Premises and store
same, at Tenant's expense, until taken in full or partial
satisfaction of any lien or judgment;
d. Deny access to the Premises (as well as to the Executive
Suite) by Tenant and deny use of any of the services; and
e. Any other remedies allowed by law.
25. Additional Charges Upon Default. In the event of default, Tenant
will be liable for the following additional charges:
a. Attorneys' fees and expenses incurred by Landlord;
b. Time spent by any of Landlord's management or the
management of Landlord's agents, at the rate of $170.00
per hour;
c. Interest on unpaid sums at 18% per annum;
d. Any other costs incurred by Landlord as a result of the
default.
26. Other Consequences of Default. In the event of default, Landlord
may immediately cease providing Tenant with any or all services, including but
not limited to, telecommunications services.
27. Primary Lease. Tenant recognizes that by a Primary Lease
Agreement between the owner of the Building and Landlord, dated November 15,
1994, Landlord, ALLIANCE Greensboro, L.P., doing business as ALLIANCE Business
Centers, leased the Executive Suite. This Agreement is subject to the Primary
Lease Agreement.
28. Severability. In the event any one or more provisions of this
Agreement are held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision were not contained herein.
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29. Notices. All notices excluding late notification, under this
Agreement shall be in writing and shall be deemed given if: (i) delivered by
hand, the receiving party having signed a receipt therefor, or (ii) mailed by
registered mail or certified mail, return receipt requested, first class
postage, or sent by overnight courier providing a receipt, if to the Landlord:
ALLIANCE Greensboro, L.P.
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to: ALLIANCE Business Centers
Attn: Accounting
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and if to Tenant: Century National Bank
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
30. Ambiguities. Tenant has had an opportunity to read this
Agreement and to ask questions. If Tenant later claims any ambiguities in the
Agreement, those ambiguities will be interpreted in favor of Landlord.
31. Guaranty. In consideration of the execution this Agreement by
the Landlord, the undersigned Guarantors, jointly and severally, do hereby
guarantee to the Landlord, its successors and assigns, payment of all or any
sums due or to become due under the terms and conditions of this Agreement and
the performance by Tenant of all of the undertakings, obligations and
liabilities imposed upon Tenant by this Agreement. The liability of the
guarantors hereunder shall be unconditional and shall not in any manner be
affected by any indulgence whatsoever granted or consented to by the Landlord,
including but not limited to, any extension of time, renewal, waiver or other
modification. Guarantors are liable for all sums due under this Agreement, any
Extensions, Amendments, or Addendums thereof, and for any other sums due from
Tenant to Landlord, no matter when or how incurred. Landlord does not have to
attempt collection from Tenant before proceeding against Guarantor. Guarantor
will not be released unless Landlord specifically releases Guarantor in writing
signed by Landlord.
32. Returned Check. If a Tenant check is returned for any reason at
all, Tenant will pay an additional charge of $100.00 per returned check and,
for the purposes of calculating late charges or events of default, it will be
as if the payment represented by the check had never been made.
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33. Entire Agreement. This Agreement, including Attachments and
Exhibits, expresses the entire understanding and all agreements of the parties.
Neither party has made or shall be bound by any agreement or representation to
the other party which is not expressly set forth herein. This Agreement may not
be modified orally or in any manner other than by an amendment in writing
signed by both the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated below.
Landlord:
ALLIANCE Greensboro, L.P.
a Delaware Partnership
Date: 12/18/95 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------------
EOG Greensboro, Inc.
General Partner
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - General Manager
Tenant:
Century National Bank
Date: 12/15/95 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------------
Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, EVP
-------------------------------------------
GUARANTORS:
-------------------------------------------------
-------------------------------------------------
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EXHIBIT A
[This exhibit is a floorplan of the Alliance Business Center
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.]
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EXHIBIT B
BASIC TERMS OF AGREEMENT
TENANT: Century National Bank
LANDLORD: ALLIANCE Greensboro, L.P.
TERM: One Year Lease
MOVE IN DATE: January 1, 1996 MOVE OUT DATE: December 31, 1996
OFFICE/SUITE NO.(S): #1049
CONFERENCE ROOM USAGE ALLOWANCE: Up to 40 hours per month.
FIXED MONTHLY OFFICE RENTAL: $775.00
FIXED MONTHLY FURNITURE RENTAL: 105.00
FIXED MONTHLY PHONE CHARGE: See Exhibit "F"
FIXED MONTHLY ADD'L PEOPLE CHARGE: 0.00
FIXED MONTHLY PARKING: Complimentary for first lease term.
OTHER FIXED MONTHLY CHARGES:
DESCRIPTION:
REFUNDABLE SECURITY DEPOSIT:
Rent: $775.00
Furniture: 105.00
Services: (parking) 0.00
Keys (1 #of Set(s)): 45.00
Total Deposit: $925.00
PAYMENT DUE AT SIGNING:
1st Month's Office Rental $775.00
1st Month's Furniture Rental 105.00
1st Month's Parking 0.00
Initial Set-up Charge 75.00
Security Deposit Increase 925.00
TOTAL FIRST MONTH'S RENTAL AND CHARGES AND DEPOSIT . . . . . . . . . . . . . . . . . . . . . . $1880.00
Note: Please be sure to write a separate check for all deposits.
PAYMENT DUE ON THE FIRST OF EACH MONTH THEREAFTER:
Fixed Monthly Office Rental $775.00
Fixed Monthly Furniture Rental 105.00
State Tax on Furniture Rental (4.5%) 4.73
Other Fixed Monthly Charges 0.00
TOTAL FIXED MONTHLY RENTAL CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $884.73
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EXHIBIT B (CONTINUED)
FEATURES & SERVICES INCLUDED IN OFFICE RENT
1) Individual office(s) appointed with a set of office furniture
(if included in Exhibit E).
2) Cleaning and maintenance of office space and trash collection.
3) HVAC during normal business hours (per building regulations),
electric utility costs and real estate taxes per Agreement (Does not
include occupancy taxes if applicable.)
4) Twenty-four hour access to office.
5) Reasonable use of kitchen facilities.
6) Furnished reception area and a receptionist to greet and announce
guests.
7) Use of conference rooms and audio-visual equipment based on the
"Allowance" specified in Exhibit B and subject to availability.
8) Personalized telephone answering Monday through Friday from 8:30 a.m.
to 5:30 p.m.
9) Building directory listing, subject to availability.
10) Facsimile Number (usage to be billed at attached rates)
11) Normal Mail and package receiving.
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EXHIBIT C
SCHEDULE OF SERVICES
A. ACCOUNTING
1) Establishing a second account for Tenant's convenience $ 25.00 each time
2) Clerical fee for processing payment using MC/VISA $ 25.00 each time
3) Clerical fee for processing payment using American Express $ 25.00 each time
4) Fax or send duplicate statement or records $ 5.00/copy/each
(plus postage and faxing costs)
5) Research, collection calls or processing Actual time billed as Clerical Service
(plus postage, faxing and telephone incurred charges)
B. ADMINISTRATIVE
1) Credit authorization fee per contract
(charged to all new Tenants/Clients) $ 75.00/contract (Full-time Tenant)
$ 50.00/contract (Identity)
2) Moving a Tenant from one suite to another, switching keys and cards $ 50.00/person
3) Additional employee initial set up $ 50.00 one-time charge
Recurring Monthly Charge $ 100.00/month
4) Painting and cleaning fee for a lease of less than six (6)
months including administrative coordination $ 200.00 per office
5) Lost security card, lost key $ 25.00 per item
6) Tenant Monthly Storage (boxes, other items) $ 40.00/month/closet
C. ANSWERING SERVICE (8:30 - 5:30 p.m.)(Mon. - Fri.)
1) Full-Time Tenant Included in Contract
2) Answering Service/Voice Mail Only $ 110.00 (Includes 2 persons,
one voice mail box)
(Hand written messages will be assessed a Clerical Service fee billed in 6 minute increments.)
D. CLERICAL SERVICE*
Standard Clerical Rate $ 22.00/Hour
(24-Hour Turnaround)
1) Proofreading/Editing, outgoing calls for Tenants, Clerical Service billed
typing forms, preparation of expense reports, payroll, in 6 minute increments
check reconciliation, light accounting, ▇▇▇▇ paying,
invoicing (bookkeeping), extensive fax transmission
travel, ordering office supplies, photocopying for
Tenants or visitors, bank deposits, arrange conference
calls and meetings, computer maintenance, research,
filing, project coordination.
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EXHIBIT C. (CONTINUED)
2) The clerical services mentioned above will be billed at $ 44.00/Hour
200% per Clerical rate if performed before or after scheduled (l-8/Hour Turnaround)
working hours, or requested as a rush job. Clerical Service billed
in 6 minute increments
3) Notary Clerical Service billed
in 6 minute increments
4) Patching a call through to a seven-digit number not set 6 minutes Clerical per call plus
up with a patch service cost of call
E. CONCIERGE SERVICES
Arrangement for Business Supplies, Clerical Service billed
Catering, Meal order taking, etc. in 6 minute increments
(18 minute minimum)
F. CONFERENCE ROOMS
1) Rental Included for Full-Time Tenants
$ 25.00/Hour
$ 150.00/Day (1 - 12 Persons)
2) Seminar Room Included for Full-Time Tenants
$ 50.00/Hour
$ 300.00/Day (up to 40 Persons)
3) Cancellation, if not within 24 hours for conference room, Billed at 50% of time reserved
will be applied to Identity Tenants only.
4) Clean up after Client/Tenant in conference room Clerical Service billed
in 6 minute increments
(18 minute minimum)
G. DIRECTORY LISTING - Building Lobby
1) Full-Time Tenant Included
2) Identity Client or Additional Listings $ 40.00/line/one-time
H. FURNITURE
1) Moves/adds/changes including administrative coordination $ 25.00/piece
2) Additional Furniture Rental Price Based on Piece Requested
Standard Furniture Set $ 75.00/month/set
I. KITCHEN FACILITIES - Coffee, tea, etc.
1) Tenants/Clients per cup service Included
2) Pots for Conf. Room $ 10.00/pot
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15
EXHIBIT C (CONTINUED)
J. MAIL SERVICES
1) Deliver parcel to Tenants office or distribute to client from front desk.
All parcels are called to Tenant.(If not picked up by 5:00 p.m., we (6 minutes Clerical Service)
will deliver to office.)
2) Prepare Certified, Express, or Courier (6 minutes Clerical Service)
3) Check mailbox/review mail by phone (6 minutes Clerical Service)
4) Prepare packages, such as label/wrap Clerical Services billed
in 6 minute increments
plus supplies
5) Trace Shipments (Fed Ex, UPS, etc.) (6 minutes Clerical Service plus
cost of call)
6) Mass mailings (folding, stuffing, posting, etc.) Varies depending upon size of
mailing.
K. MESSAGE HANDLING
1) Message taking for visitors or conference room use Clerical Services billed
in 6 minute increments
2) Tenant advertisements - recording messages Clerical Services (18 minute
minimum)
3) Relaying Tenant voice mail messages over the phone Clerical Services billed
in 6 minute increments
4) Advertisements - Newspaper/magazine/publish material, etc. $ 30.00/ad/month
L. OFFICE SUPPLIES
1) Minimum supplies are available on site through ALLIANCE or Cost + 20%
may be ordered. (See a Clerical Assistant for requests)
2) Weekly orders may be placed directly for Tenant Clerical Services billed
in 6 minute increments
(18 minute minimum)
M. PARKING
1) Surface Complimentary
2) Covered Parking Garage $ 50.00/pass/month
N. POSTAGE FEES
1) U.S. Mail/UPS Cost + 20%
2) Courier Service Cost + 20%
3) Federal Express Standard Rates
(Landlord shall serve as postal agent to all tenants and clients.)
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16
EXHIBIT C (CONTINUED)
O. PRODUCTION AND COPYING
1) Binding, copying, transparencies Clerical Services billed
(production time only) in 6 minute increments
2) Photocopies $ .15/ea. (1-500)
$ .10/ea. (Production Rate)
3) Binding (Includes Spine, Cover & Backing) $ 3.50/ea.
(A medium volume copy machine is available for Tenants.)
P. TELECOMMUNICATIONS
1) Standard Phone Equipment $ 95.00/set per month
- Includes phone with built in speaker phone, DID phone number with 2 roll over lines, 1 line directory
listing, voice mail and other basic features of telephone system. Installation fee and set up not
included.
(Billed Directly from ▇▇▇▇▇▇▇▇▇ Communications Services Company)
2) Phone, Fax or Dataline installation. $ 130.00/line
3) Fax or Data Line (Additional recurring charge each month) $ 40.00/line per month
4) Additional voice mail boxes/telephone answering $ 110.00/person per month
5) Splitting a phone number for additional voice mail boxes $ 10.00/each box per month
6) Voice mail; adding another personal box $ 10.00/each box per month
7) Programming voice mail to pager $ 25.00 programming fee per pager
8) Voice Mail Paging (Monthly) $ 10.00/each pager per month plus
call transfer fee (As charged by
local phone company)
9) Call Patching set up fee $ 25.00 per number (one time charge)
10) Call Patching (Monthly) $ 25.00/month plus call transfer
(Includes 40 patches) fee (Based on distance of call)
Additional patches $.75/ea.
11) Reconnect fee (after termination of service) $ 130.00/phone or data line
Q. TELECOPY/FAX - (Plain paper available)
1) Outgoing $ 2.00/page + Phone Call
2) Incoming $.50/page
(Clerical charges may be incurred for faxes sent after normal business hours.)
R. WORD PROCESSING/GRAPHICS*
1) Standard Word Processing Rate $ 26.00/hour
2) The Word Processing rate mentioned above will be billed at $ 52.00/hour
200% per this rate if performed before or after scheduled
working hours, or requested as a rush job.
3) Resumes:
Typing Only $ 40.00/1st page
$ 20.00/each additional page
4) Resume Writing Consultation Services $ 45.00/hour
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17
EXHIBIT C (CONTINUED)
5) Resumes supplied on diskette provided by Landlord $ 10.00/disk
6) Letters typed for outside Tenants (including cover letters
for resumes) $ 9.00/page
7) Letters, memos, proposals $ 26.00/hour billed in 6 minute
increments (18 minute minimum)
8) Tables, charts $ 35.00 - 80.00/hour billed
in 6 minute increments
(18 minute minimum)
9) Company Flyers, Pamphlets, Brochures Varies upon scope of project
10) Technical Design Varies upon scope of project
11) Flow Charts Varies upon scope of project
12) Logo Design Varies upon scope of project
13) Business Cards (consultation with Tenant and includes
3 designs-does not include print shop charges) Varies upon scope of project
14) Letterhead and/or envelope design
(consultation with Tenant and includes 5 designs--does
not include print shop charges) Varies upon scope of project
15) Spreadsheets $ 35.00-80.00/hour (Price may
vary depending upon complexity
of spreadsheet (i.e., formats)
*Landlord shall ▇▇▇▇ in accordance with Industry Production Standards (IPS),
published by the National Association of Secretarial Services and the Executive
Suite Association. IPS are used for computing the time charged for document
production and non-keyboarding services. IPS are based on the average time
required to perform specific duties by a professional word processing operator.
This allows Tenant to know how much a project will cost regardless of how long
it takes to complete it.
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18
EXHIBIT D
RULES & REGULATIONS
1) Landlord shall assign Tenant a specific Client number, unique to Tenant
which Tenant shall use to obtain various services from Landlord
including: photocopies, typing, word processing and
dictation/transcription, clerical, concierge and assorted other services.
Tenant agrees to keep this Client number confidential and Tenant agrees
to pay all costs for services charged to this Client number. The Landlord
will maintain records that account for all such service charges for a
period of sixty (60) days after billing Tenant for these charges. These
records are available for review by Tenant upon request of at least three
(3) business days prior written notice.
2) Any special wiring, including any computer or printer networking wiring
desired by Tenant, must be approved in writing by the Landlord and
installed at Tenant's expense by an electrician approved by the Landlord.
Tenant shall bear the cost of removing such wiring at the expiration of
the Lease term.
3) Tenant shall not use hot plates, coffee makers, microwave ovens or
similar devices in the Premises nor shall Tenant at any time use in the
Premises any machine, equipment, or other article which, in Landlord's
judgment, creates an unreasonable risk of fire, explosion, or other
hazard, or requires excess electrical current.
4) The sidewalks, entries, passages, public corridors, stairways and other
parts of the Building and Executive Suite shall not be obstructed or used
for any other purpose than ingress or egress.
5) Tenant shall not install or permit the installation of mylar films or sun
filters on windows. Tenant shall not place any type of sign in the
Premises, Executive Suite or the Building.
6) Tenant agrees to conduct business in the Premises in a quiet and orderly
manner so as not to disturb other occupants. Loud music, noisy equipment
and other disturbing sounds are not permitted. Tenant agrees to take
whatever steps are necessary to correct or cease any violation of this
regulation immediately upon notification of such violation by Landlord.
7) Bicycles, motor scooters or any other type of vehicle shall not be
brought into the Building, Executive Suite or the Premises.
8) No animal shall be permitted within the Premises, Executive Suite or the
Building at any time, except if permission is granted in writing by
Landlord.
9) Tenant will not conduct any activity within the Premises, Executive Suite
or Building which in the sole judgment of the Landlord will create
excessive traffic or is inappropriate to the executive suite environment.
10) Without Landlord's specific prior written permission, Tenant is not
permitted to place "mass market", direct mail or advertising (i.e.
newspaper, classified advertisements, yellow pages, billboards) using
Tenant's assigned telephone number or take any such action that would
generate a significant number of incoming phone calls.
11) Immediately following Tenant's use of conference room space and/or
AudioVisual equipment, Tenant shall clean up and return the space and
equipment to the state and condition it was in prior to Tenant's use. If
not, Landlord may charge Tenant for the "clerical time" and any other
expenses required to restore the conference space and/or equipment to its
original condition.
12) Tenants who leave equipment "on" in the Premises overnight or for long
periods of time when they are not in the Premises will be subject to an
additional charge for excess electrical usage unless this usage was
approved in writing by the Landlord and specifically included in Tenant's
monthly rent.
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19
EXHIBIT D (CONTINUED)
13) Tenant shall not provide or offer to provide any services to Landlord's
Tenants or it's other customers if such services are available from the
Landlord.
14) Cigar smoking is not permitted anywhere in the Building. Cigarette and/or
pipe smoking is permitted only in designated areas. Landlord has the
right to change designated smoking areas upon at least two (2) days prior
written notice.
15) Tenant shall not make any additional copies of any Landlord issued keys.
All keys and security cards are the property of Landlord and must be
returned upon request or by the close of the business on the expiration
or sooner termination of the Agreement term. Any lost or unreturned keys
or cards shall incur a $25.00 per item charge and the cost to re-key the
office.
16) Landlord must be notified in writing if Tenant desires to utilize the
conference room or other common areas of the Executive Suite during
weekend hours. Landlord may deny the Tenant access if the desired usage
is inappropriate and may disrupt normal operations.
17) Tenant shall not solicit other Tenants of the Executive Suite or
companies and their employees in the Building without first obtaining
Landlord's prior written approval.
18) Tenant is aware that employees of Landlord are not permitted to date
Tenants or their employees and Tenant shall so advise its employees.
19) Tenant's parking fights (if any) are defined by the Landlord's Lease
agreement with the owner of the Building. Landlord reserves the right to
modify parking arrangements if required to do so by Building management.
20) Tenant must abide by any rules and regulations set forth by the Building
in addition to those of the Landlord.
21) ALLIANCE Business Centers is a network of shared office facilities which
includes owned, Affiliate, and Associate locations. Due to the nature of
the network there may be periodic changes in membership. Consequently,
ALLIANCE cannot guarantee that any location that is currently in the
network will be a participant in the future.
22) ALLIANCE Business Centers is not a franchise and therefore does not in
any way dictate or control the operations of Affiliate or Associate
locations.
23) Without Landlord's specific prior written permission, Tenant shall not
install any equipment such as copiers and fax machines in the Premises.
24) Schedule D may be modified or amended at any time by the Landlord to
assure, in Landlord's sole judgment, a professional and cost effective
business operation of the Executive Suite within which the Premises are
contained.
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20
EXHIBIT E
SCHEDULE OF FURNISHINGS
FURNITURE COLOR CONDITION CHARGE
--------- ----- --------- ------
1 Executive Desk(s) Mahogany Good
---- --------------------- ----------------- -----------------------
1 Credenza(s) Mahogany Good
---- --------------------- ----------------- -----------------------
0 Lateral File(s)
---- --------------------- ----------------- -----------------------
1 Bookcase(s) Mahogany Good
---- --------------------- ----------------- -----------------------
0 Round Conference Table(s)
---- --------------------- ----------------- -----------------------
1 Executive Chair(s) Teal Good
---- --------------------- ----------------- -----------------------
2 Guest Chair(s) Mahogany Good
---- --------------------- ----------------- -----------------------
0 Secretarial Chair(s)
---- --------------------- ----------------- -----------------------
1 Waste Basket(s) Tan Good
---- --------------------- ----------------- -----------------------
1 Floor Mat(s) Clear Good
---- --------------------- ----------------- -----------------------
ARTWORK: _________ FRAMED PICTURE(S)
-------
(1) (2)
--------------------------------- ---------------------------------
(3) (4)
--------------------------------- ---------------------------------
(5) (6)
--------------------------------- ---------------------------------
ADDITIONS/DELETIONS: DATE:
----------------------------------------------------------- ------------------
COMMENTS ON CHANGES:
----------------------------------------------------------------------------------
Century National Bank
Tenant SIGNATURE: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DATE: 12/15/95
-------------------------------------------------------------- ------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, EVP
Landlord SIGNATURE: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATE: 12/18/95
------------------------------------------------------------ ------------------
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21
EXHIBIT E (CONTINUED)
One key each for file drawer in credenza and desk
1 key(s) for office/suite (#1049) door
-----
1 security card for building #8201 (Card #_______________)
-----
1 security key or card for 10th floor at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----
Century National Bank
Tenant SIGNATURE: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DATE: 12/15/95
-------------------------------------------------------------- ------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, EVP
Landlord SIGNATURE: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATE: 12/18/95
------------------------------------------------------------ ------------------
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