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Exhibit 10.17
EXCLUSIVE LEASE AGREEMENT
THIS CONTRACT made this 12th day of September, 1995 between INTEGRITY
FURNITURE, INC., hereinafter referred to as "INTEGRITY" and TEMPORARY CORPORATE
HOUSING PITTSBURGH, INC., hereinafter referred to as "TCH" and as guaranteed by
TEMPORARY CORPORATE HOUSING CLEVELAND, INC., TEMPORARY CORPORATE HOUSING
CINCINNATI, INC., AND TEMPORARY CORPORATE HOUSING COLUMBUS, INC., as follows:
1. TCH hereby grants to Integrity an exclusive contract to provide
all furnishings for all of the apartments operated by TCH in the following
Metropolitan areas:
Pittsburgh, PA
2. Integrity agrees to provide furniture packages to TCH for each
of the above described apartments.
3. Attached as Exhibit "A" are the specifications for the furniture
packages for one and two bedroom apartments to be supplied to TCH by Integrity
pursuant to the terms of this agreement.
4. Integrity shall be prepared to deliver and TCH shall be prepared
to accept furniture units upon the following schedule:
October 1995 - 35 Units
November 1995 - 35 Units
December 1995 - 35 Units
January 1996 - 15 Units
April 1996 - 15 Units
June 1996 - 10 Units
5. The lease term for a furniture package shall be a minimum of
three months. After the initial three month lease period, the lease shall
continue from month to month and may be terminated by TCH upon the giving of
five (5) days notice to Integrity.
6. During the first five years of this agreement, the following for
furniture packages shall be in effect:
One Bedroom Apartments $110.00 per month + tax
Two Bedroom Apartments $150.00 per month + tax
7. After year five, Integrity may increase the price of said
furniture packages, however, in no event shall the monthly lease rate exceed a
sum equal to one-twelfth of the cost to Integrity of said furniture package.
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8. After the initial three month lease term for any single
furniture package, the lease rate for such furniture package shall be prorated
on a daily basis until such time as the furniture package is picked up by
Integrity.
9. By the 5th day of each month original invoices will be delivered
to the corresponding City. The invoices will reflect all activities and
prorations that occurred in the previous month.
10. Integrity shall send to TCH on a monthly basis an itemized
invoice detailing the monthly lease charge for each furniture package that is in
the possession of TCH for the previous month. Payment by TCH is due on a net
twenty (20) day basis. Any payments made thirty (30) days after the invoice date
shall be deemed late and Integrity may impose a one and one-half (1 1/2%)
percent late fee per month on any and all overdue lease payments.
11. Integrity at its sole expenses shall deliver within forty-eight
hours and pick up within five days all furniture packages leased pursuant to the
terms of this agreement. Integrity will deliver and pick up furniture packages
quicker depending on schedule availability also with no charge.
12. TCH assumes full responsibility for any and all damages that
occur to leased property owned by Integrity while in the possession of TCH.
Damages include but are not restricted to wind, water and fire damage, customer
negligence, cigarette xxxxx, pet damage, or theft. TCH will provide Integrity
with an insurance binder with Integrity and Citizens National Bank of Xxxxx
City, PA named payees in the loss payable clause. In exchange TCH will not be
charged any damage waiver fees.
13. Integrity shall in the case of product defect repair or replace
any articles that may be broken or damaged. Said service shall be performed by
Integrity within 48 hours of notification by TCH.
14. In the event that merchandise is damaged from misuse, while in
the possession of TCH, TCH is responsible to collect from their resident(s) the
amount required to cover the cost of any repair or replacement. If upon
termination of the lease damages are discovered, Integrity will inform TCH of
the problems and will provide a detailed listing of charges within 2 working
days.
15. TCH shall not, during the lease term, remove the furniture from
the premises to which it was delivered or permit the same to go out of its
possession except with the written consent of Integrity.
16. It shall be lawful for Integrity or its agents at all reasonable
times to enter the premises with forty eight hours notice to Temporary Corporate
Housing, Inc. where a furniture package is located for the purpose of viewing
the state of condition of said furniture.
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17. This Exclusive lease contract shall remain in effect for a
period of five (5) years from the date of first delivery of furniture and may be
renewed upon mutual consent of the parties. However, it is specifically agreed
and understood that TCH shall within twelve (12) months of the expiration of
this agreement provide notification to Integrity in writing as to TCH's
intention to renew the Exclusive Lease for an additional five year period. It is
understood and agreed that any such renewal shall be expected within six months
of the expiration of this agreement.
18. Integrity shall have the exclusive first option during the term
of this agreement to enter into contracts similar to this written contract with
TCH for its markets in Cleveland, Ohio, Columbus, Ohio, Cincinnati, Ohio, and
any other markets entered into by TCH. Said option shall become effective upon
the mutual agreement of the parties.
19. Upon termination of this agreement, whether by lapse of time or
otherwise, Integrity shall be at liberty to enter into the premises of TCH upon
five days notice and remove and carry away all furniture leased pursuant to this
agreement and to do all things reasonably necessary for such removal without
prejudice to rights of Integrity with respect to any lease payment due from TCH
under this agreement or for any damages or breach of contract by TCH.
20. No purchase option for leased furniture is implied or offered.
21. This document represents the entire agreement and understanding
of the parties and shall not be amended, changed or altered in any way except
upon written agreement of the parties.
22. This agreement is binding upon the parties, their agents,
principals, heirs, successors and assigns.
23. This contract shall be governed by the laws of the Commonwealth
of Pennsylvania.
WITNESS our hands and seals the day and year first above written.
ATTEST: INTEGRITY FURNITURE, INC.
BY
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ATTEST: TEMPORARY CORPORATE HOUSING,
PITTSBURGH, INC.
/s/ Xxxx X. Xxxxxxxx BY /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Treasurer Vice President/Secretary
In consideration of the execution of the Exclusive Lease Agreement
between Integrity Furniture, Inc. and Temporary Corporate Housing Pittsburgh,
Inc., the undersigned corporations do hereby guarantee to Integrity Furniture,
Inc., its successors and assigns, to perform all obligations and make all
payments of Temporary Corporate Housing Pittsburgh, Inc. as set forth in said
Exclusive Lease Agreement.
ATTEST: TEMPORARY CORPORATE HOUSING
CLEVELAND, INC.
/s/ Xxxx L, Xxxxxxxx BY /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Treasurer Vice President/Secretary
ATTEST: TEMPORARY CORPORATE HOUSING
CINCINNATI, INC.
/s/ Xxxx X. Xxxxxxxx BY /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Treasurer Vice President/Secretary
ATTEST: TEMPORARY CORPORATE HOUSING
COLUMBUS, INC.
/s/ Xxxx X. Xxxxxxxx BY /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Treasurer Vice President/Secretary
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State of
County of
On this, the 11TH day of September , 1995, before me, Xxxxxx X. Xxxxx,
personally appeared XXXXX X. XXXXXXXX, who acknowledged herself to be the
Vice-President and Secretary of Temporary Corporate Housing, Pittsburgh, Inc.,
Temporary Corporate Housing Cleveland, Inc., Temporary Corporate Housing
Cincinnati, Inc. and Temporary Corporate Housing Columbus, Inc., corporations
and that as such Vice-President and Secretary being authorized to do so,
executed the foregoing instrument for the purpose therein contained by signing
the name of the corporation by herself as Vice-President and Secretary.
In witness whereof, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Notary Public, State of Ohio
My Commission Expires 1/1/2000
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State of
County of
On this, the 11TH day of September , 1995, before me, Xxxxxx X. Xxxxx,
personally appeared XXXX X. XXXXXXXX, who acknowledged herself to be the
Treasurer of Temporary Corporate Housing, Pittsburgh, Inc., Temporary Corporate
Housing Cleveland, Inc., Temporary Corporate Housing Cincinnati, Inc. and
Temporary Corporate Housing Columbus, Inc., corporations and that as such
Treasurer being authorized to do so, executed the foregoing instrument for the
purpose therein contained by signing the name of the corporation by herself as
Treasurer.
In witness whereof, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Notary Public, State of Ohio
My Commission Expires 1/1/2000
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EXHIBIT "A"
CONTEMPORARY Traditional Country Shaker
ITEM PACKAGE PACKAGE PACKAGE PACKAGE PACKAGE
Sofa Xxxxx Xxxx/ Lomera/ Woodbridge/ Globe Decked out
Loveseat Pgh. Black Zapier/ Xxxxx Bridge Ocean
Chair Danzibar Wedgewood
Cocktail Wrought Iron Whitewash Cherry Q.A. Green & Cherry Cream Diamond/
Pine Shaker
(2) Ends Wrought Iron Whitewash Cherry Q.A. Country Shaker
(2) Lamps Contemporary Contemporary Traditional Country Country
Dinette 42" Black 42" rd. slat Cherry Q.A. 40" x 60" Nat. Table, cream
and four and Glass/ back/ Cherry Q.A. Green & Chair/
chairs 36" x 60" 36" x 60" xx Xxxxxx/ Green & Oak
Black/Glass surfboard 36" x 60" 36" x 60"
Green & Cherry
Dresser Maple Whitewash Cherry Q.A. Maple Maple
Mirror Maple Whitewash Cherry Q.A. Maple Maple
(2) N.S. Maple Whitewash Cherry Q.A. Maple Maple
Headboard Maple Whitewash Cherry Q.A. Maple Maple
2 Lamps Contemp Contemp Brass Shaker Shaker
Bedding Queen Queen Queen Queen Queen
TV Cart Wrought Iron Whitewash Cherry Q.A. Green & Cherry Cream/Pine
One Bedroom Package $110.00 plus tax
No Charge substitutions -1 Xxxxxx Chair for 1 nightstand
-1 Occasional Chair for 1 loveseat
-1 Torchere Lamp at each Pennsylvanian Unit
-2 Bar stools for 5 piece dinette
-2 Twins for 1 Queen Bed
Charged substitutions: -$10.00 - Queen sleeper for sofa
Additional Rental Items -$8.00 - writing desk
-$8.00 - Desk Chair
-$3.00 - Desk Lamp
2 Bedroom Package $150.00 plus tax
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2nd bedroom duplicate of 1st bedroom
No Charge substitution -30' x 60" Executive Desk
-Task Chair
-48" bookcase
-2 Drawer File
-Desk Lamp
Above in exchange for bedroom pieces
* Integrity will provide TCH with a no charge office model.
* Traditional package is limited to 15% of total TCH units in each city.
* $25.00 transportation charge on all furniture exchanges except product defect
or Integrity error.
* Vacancy credit - up to 10% of the "out on lease" units may receive vacancy
credits of up to one hundred (100%) percent of the months rent in November,
December, January, February and March for a maximum period of 90 days.
