Office Services Agreement - Denver West Suites & Secretarial Inc. and Instant Video Technologies
Denver West
Suites & Secretarial, Inc.
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1746 Cole Boulevard o Suite 225 o Golden, Colorado 80401
Phone: (303) 233-9141 o Fax: (303) 278-0092
Office Services Agreement
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TABLE OF CONTENTS
1. USE OF OFFICE AND PROVISION OF SERVICES ................................ 1
2. CONDITIONS OF USE ...................................................... 1
3. TERM ................................................................... 1
4. SERVICES CHARGE ........................................................ 1
5. RECEIPT OF RETAINER .................................................... 2
6. ADDITIONAL SERVICES .................................................... 2
7. SURRENDER .............................................................. 2
8. DEFAULTS AND REMEDIES .................................................. 3
9. NOTICES ................................................................ 3
10. ASSIGNMENT ............................................................. 4
11. INSURANCE COVERAGE ..................................................... 4
12. DWSS'S LIABILITY ....................................................... 4
13. WAIVER OF BREACH ....................................................... 4
14. EMPLOYMENT OF EMPLOYEES ................................................ 4
15. RULES AND REGULATIONS .................................................. 4
16. GENERAL ................................................................ 5
17. RELOCATION OF THE OFFICE ............................................... 5
EXHIBIT "A"
ADDITIONAL SERVICES AND AMENITIES INCLUDED ............................. 6
EXHIBIT "B"
RULES AND REGULATIONS .................................................. 7
EXHIBIT "C"
ADDITIONAL SERVICES AND AMENITIES AVAILABLE ............................ 8
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OFFICE SERVICES AGREEMENT
DENVER WEST SUITES & SECRETARIAL, INC.
This Office Services Agreement is made on July 12, 1999, between Denver West
Suites & Secretarial, Inc., a Colorado corporation having offices at Denver West
Office Park, Building No. 21, 1746 Cole Boulevard, Suite 225, Golden, Colorado
80401 ("DWSS") and Instant Video Technologies of San Francisco, CA ("Licensee").
The parties hereto for themselves, their heirs, legal representatives,
successors and assigns, hereby agree as follows:
1. USE OF OFFICE AND PROVISION OF SERVICES
For the Term of this Agreement, as hereinafter defined, and subject to
the conditions and covenants hereinafter set forth, Licensee shall have
the right to use office number(s) 07B (the "Office") located in that
certain office building located at the Denver West Office Park,
Building No. 21, 1746 Cole Boulevard, Suite 225, Golden, Colorado,
80401 (the "Property") and to receive those services defined herein
(collectively the "Services").
2. CONDITIONS OF USE
(a) The Office shall be used by Licensee for general office
purposes only and such other use as is normally incident
thereto and for no other purpose, in accordance with the rules
and regulations attached hereto and which may be promulgated
for the mutual benefit of all parties that shall have the
right to so use the Property or any portion thereof.
Additionally, Licensee shall not offer at the Property or in
the Office any of the Services which DWSS provides or has made
available on the Property to its other users, including, but
not limited to, any of the Services provided herein or as
described in Exhibits "A" and "C" attached hereto; and
Licensee shall, under no circumstances, assign any part of its
interest under this Agreement to any other user of the
Property. In the event Licensee breaches any provision of this
paragraph, there shall be payable to DWSS the sum of $100.00
per week as liquidated damages for each such breach.
(b) Licensee will not make or permit to be made any use of the
Property, the Office or any part thereof which would violate
any of the covenants, agreements, terms, provisions and
conditions of this Agreement or which directly or indirectly
is forbidden by public law, ordinance or government
regulations or which may be dangerous to the life, limb, or
property, or which may invalidate or increase the premium of
any policy of insurance carried on the Property or covering
its operation, or which will suffer or permit the Property or
any part thereof to be used in any manner or anything to be
brought into or kept therein which, in the judgment of DWSS,
shall in any way impair or tend to impair the character,
reputation or appearance of the Property as a high quality
office building, or which will impair or interfere with or
tend to impair or interfere with any of the Services performed
by DWSS for the Property.
3. TERM
The term of this Agreement shall be for a period of 12 months and 0
days, commencing on the 1st day of July, 1999 and ending on the 30th
day of June, 2000, unless renewed as provided hereinafter.
4. SERVICES CHARGE
(a) For and during the term of this Agreement, Licensee shall pay
DWSS a monthly charge (collectively "Charges") for the use of
the Office and for the Services provided herein of Nine
Hundred Nineteen and 00/100 Dollars ($919.00), which is
comprised of the following:
PLEASE INITIAL
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LICENSEE /s/ DM
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(1) Monthly charge for use of the Office: Eight Hundred
Seventy-four and 00/100 Dollars ($874.00).
(2) Monthly charge for Furniture Package: (N/A) for the
following furniture:
(3) Monthly charge for Telecommunications package:
Forty-five and 00/100 Dollars ($45.00) for the
following: One speaker phone and two data lines.
The aggregate Charges are payable beginning July 1, 1999. The
amount of Nine Hundred Nineteen and 00/100 Dollars ($919.00),
plus a Retainer in the amount of Nine Hundred Nineteen and
00/100 Dollars ($919.00), is due upon execution of this
Agreement. Thereafter, equal monthly payments of Nine Hundred
Nineteen and 00/100 Dollars ($919.00), each must be made in
advance on the first day of each calendar month beginning
August 1, 1999.
(b) Should Licensee commence using any portion of the Office on a
day other than the first day of the month, the Charges shall
be prorated for the first month as follows: The aggregate
monthly Charges will be divided by 30 and the resulting number
will be multiplied by the number of days remaining in the
month.
(c) If DWSS, for any reason, cannot make the Office available to
Licensee to use on the commencement of the Term, this
Agreement shall not be void or voidable nor shall DWSS be
liable to Licensee for any loss or damage resulting therefrom,
but there shall be an abatement of Charges for the period
between the commencement of the Term and the time when DWSS is
able to make the Office available to Licensee.
5. RECEIPT OF RETAINER
Concurrent with execution hereof Licensee has deposited with DWSS the
sum of Nine Hundred Nineteen and 00/100 Dollars ($919.00), acknowledged
by DWSS, to ensure the full performance by Licensee of the terms and
conditions of this Agreement as well as for the cost of any repair or
collection of damages to the Office occasioned by Licensee's use
thereof. The Retainer or any balance thereof shall be returned within
forty-five (45) days after Licensee has ceased using the Office, so
long as the same is in an acceptable condition (following a personal
inspection by DWSS) and surrendered all keys. If DWSS determines that
any damage or injury chargeable to Licensee hereunder exceeds the
Retainer, DWSS, at its option, may retain said sum as liquidated
damages or may apply the sum against any actual damage or injury and
the balance thereof will be the responsibility of Licensee. It is
further understood that the Retainer is not to be considered a
prepayment of the last month's Charges due under this Agreement.
6. ADDITIONAL SERVICES
DWSS may make available certain services to Licensee in addition to
those described in Exhibit "A" which are included within the Charges.
Such additional services shall be offered to Licensee and all other
users of the Property, for a charge (depending upon the type and usage
of the service) as published from time to time.
7. SURRENDER
Licensee agrees to and shall, on expiration or sooner termination of
this Agreement or of any extended term hereof, promptly deliver the
Office to DWSS without demand therefore and in good condition, ordinary
wear and tear excepted. DWSS shall have the right to show the Office
during the sixty (60) day period prior to the scheduled termination
date of this Agreement. Failure to deliver the Office to DWSS as
required herein may result in damages to DWSS which are difficult if
not impossible to ascertain. Accordingly, if the Office is not timely
delivered to DWSS, Licensee will pay as damages, and not as a penalty,
an amount equal to 175% of the last monthly Charges due hereunder for
all or any part of any month during which Licensee continues to use the
Office following termination of this Agreement. Failure to remove any
personal belongings of Licensee will be deemed continued use of the
Office.
PLEASE INITIAL
DWSS /s/ SW
LICENSEE /s/ DM
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8. DEFAULTS AND REMEDIES
(a) Charges are due in advance on or before the first day of each
month and become delinquent thereafter and are subject to all
lawful late charges and/or interest.
(b) Licensee shall not allow the Charges to be in arrears more
than five (5) days after written notice of such delinquency or
if Licensee shall remain in default under any other condition
of this Agreement for a period of ten (10) days after written
notice, DWSS may terminate this Agreement and remove special
computer or communication lines installed for the benefit of
Licensee, without being deemed to have committed any manner of
trespass, and may enter into an agreement with a third party
for the use of the Office or any part thereof, at any time
thereafter, with monthly Charges as DWSS may, with reasonable
diligence, be able to secure. DWSS will be entitled to collect
damages equal to the difference between the amount which
Licensee owed for the remainder of the term of this Agreement
and the amount which Licensee proves DWSS could reasonably
receive as charges from a third party for use of the Office
and provision of the Services for such period of time. In
addition, DWSS will be entitled to recover as damages
following any such default, an amount equal to all costs and
expenses incurred in enforcing its rights hereunder, in
entering into a new agreement with a third party for use of
the Office, costs associated with making the office usable for
such third party's use, plus interest on all of the foregoing
amounts at a rate equal to 12% in excess of the prime rate of
interest charged by Norwest Bank of Denver, N.A. to its most
creditworthy clients. If Licensee has left any personal
property in the Office, DWSS may take possession of such
personal property and sell the same at public or private sale
after giving Licensee written notice of the time and place of
any public sale or of the time and place after which any
private sale is to be made, for such prices and on such terms
as DWSS deems appropriate. The proceeds of such sales shall be
applied first to the payment of any Charges past due under
this Agreement and then to necessary and proper expenses of
removing, storing and selling such property, with the balance,
if any, to be applied against damages suffered as a result of
Licensee's default hereunder. All rights and remedies of DWSS
under this Agreement shall be cumulative, and none shall
exclude any other right or remedy of law. DWSS is expressly
given the right to assign any or all of its interests under
the terms of this Agreement.
(c) It is expressly agreed that in the event of default by
Licensee hereunder, DWSS shall have a lien upon all goods,
chattels or personal property of any description belonging to
Licensee which are placed in, or become part of, the Office,
as security for Charges due and to become due for the
remainder of the Term of this Agreement, which lien shall not
be in lieu of or any way affect any statutory lien given by
law, which shall be cumulative thereof; and Licensee hereby
grants DWSS a security interest in all such personal property
placed in the Office for such purposes.
9. NOTICES
Any notice under this Agreement must be in writing and must be sent by
certified mail, return receipt requested, to the last address of the
party to whom notice is to be given, as designated by such party in
writing. DWSS hereby designates its address as:
Denver West Suites & Secretarial, Inc.
1746 Cole Boulevard, Suite 225
Golden, Colorado 80401-3210
Licensee hereby designates its address as:
Instant Video Technologies
500 Sansome, Suite 503
San Francisco, CA 94111
Phone: 415-391-4455
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DWSS /s/ SW
LICENSEE /s/ DM
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Such notice shall be deemed to be duly given only if delivered
personally or mailed by certified mail, return receipt requested, in a
postage paid envelope, addressed to the other party at the address
given above. When such mail is properly addressed and mailed as above,
it shall be deemed notice for all purposes herein even if undelivered.
10. ASSIGNMENT
Any assignment or transfer (whether by present or collateral
assignment, operation of law, or otherwise) of any or all of the rights
of Licensee under this Agreement without DWSS's prior written consent
shall be null and void.
11. INSURANCE COVERAGE
Licensee shall provide proof of insurance to DWSS within thirty (30)
days of taking possession of the Office. Licensee shall, at all times
during the term of this Agreement, and at its own cost and expense
procure and continue in force the following insurance coverage: Bodily
injury and property damage liability insurance with a combined single
limit for bodily injury and property damage of not less than
$1,000,000.00. Fire and Extended coverage Insurance, including
vandalism and malicious mischief coverage, in an amount equal to the
full replacement value of all personal property, trade fixtures and
furniture of Licensee.
12. DWSS'S LIABILITY
DWSS shall not be liable or responsible to Licensee for any injury or
damage resulting from the acts or omissions of DWSS's employees,
persons using office space or services from DWSS, or other persons
using any part of the Property, or for any failure of services provided
such as water, gas or electricity, or for any injury or damage to
persons or property caused by any person (except for such loss or
damage arising from the willful or grossly negligent misconduct of
DWSS, its agents, servants or employees), or from DWSS's failure to
make repairs which it is obligated to make hereunder.
13. WAIVER OF BREACH
No failure by DWSS to insist upon the strict performance of any term or
condition of this Agreement or to exercise any right or remedy
available following a default hereunder, and no acceptance of full or
partial payment during the continuance of any default will constitute a
waiver of any such default or any such term or condition. No waiver of
any default will affect or alter any term or condition in this
Agreement, and each such term or condition shall continue in full force
and effect with respect to any other then existing or subsequent
default hereunder.
14. EMPLOYMENT OF EMPLOYEES
Licensee agrees not to offer or have offered employment to any
employees, or to employ any employees of DWSS during the Term of this
Agreement or any extension thereof or for a period of six months
following the termination of this Agreement. Because of the difficulty
of ascertaining exact damages, there shall be payable to DWSS the sum
of three thousand dollars ($3,000.00) liquidated damages for each such
breach.
15. RULES AND REGULATIONS
The rules and regulations attached to this instrument as Exhibit "B"
are made a part hereof by reference and are an integral part of this
Agreement. Licensee, its employees, contractors and agents, will
perform and abide by the rules and regulations and any amendments or
additions to said rules and regulations as DWSS may make. Failure to so
comply will constitute a default hereunder.
16. GENERAL
This Agreement embodies the entire agreement between the parties
relative to the subject matter hereof, and shall not be modified,
changed, or altered in any respect except in writing.
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DWSS /s/ SW
LICENSEE /s/ DM
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17. RELOCATION OF THE OFFICE
For the purpose of maintaining an economical and proper distribution of
users throughout the Property acceptable to DWSS, DWSS has the right
from time to time during the term of this Agreement to change the
office designated as the Office for use by Licensee subject to the
following terms and conditions:
(a) The size of the new location is approximately equal to the
existing Office (subject to a variation of up to ten percent
(10%) provided the Charges payable under this Agreement are
not increased; if the size of the new location varies by more
than ten percent (10%), the Agreement may be amended by the
parties on such terms and conditions as they deem acceptable;
(b) If the then prevailing portion of the Charges attributable to
use of the new location are less than the amount being paid
for use of the existing location, the Charges will be reduced
to equal the then prevailing Charges for the new location;
(c) DWSS shall pay the cost of providing any improvements in the
new location comparable, in its opinion, to the improvements
in the existing location;
(d) DWSS shall deliver to Licensee written notice of DWSS's
election to relocate the Office, specifying the new location
and the Charges payable therefore at least 30 days prior to
the date the relocation is to be effective. If the relocation
of the Office is not acceptable to Licensee, Licensee for a
period of 10 days after receipt of DWSS's notice to relocate
shall have the right (by delivering written notice to DWSS to
terminate this Agreement effective 30 days after delivery of
written notice to DWSS).
IN WITNESS WHEREOF, DWSS and Licensee have caused this Agreement to be duly
executed as of the date first written above.
"DWSS"
Denver West Suites & Secretarial, Inc.
By: /s/ Scott E. Stevinson
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Scott E. Stevinson, Secretary
"LICENSEE"
Instant Video Technologies
By: /s/ David Morgenstein
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David Morgenstein, COO
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LICENSEE /s/ DM
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EXHIBIT "A"
ADDITIONAL SERVICES AND AMENITIES INCLUDED
Prestigious Denver West Office Park address as your company address
Attractive reception area with professional receptionist to greet and announce
all visitors
Personalized telephone coverage in your absence during normal business hours
Experienced on-site management
Use of two conference rooms, one with TV and VCR
Telephone line installation arrangements with U.S. West
Telephone equipment, telephone installation and programming by our vendor
Corporate identity on lobby directory and office suite
Mail and package receipt and handling
Storage facilities
Twenty-four-hour a day, seven-day a week office access
Ample free parking for tenants and guests
Complimentary coffee and tea
Kitchen/lounge area
Maintenance, utilities and janitorial services
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DWSS /s/ SW
LICENSEE /s/ DM
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EXHIBIT "B"
RULES AND REGULATIONS
1) All users of offices within the Property (collectively "Users" or in
the singular "User") will conduct themselves in a businesslike manner;
proper attire will be worn at all times; the noise level will be kept
to a level so as not to interfere with or annoy other tenants.
2) Users will not affix anything to the walls of the office premises
without the prior consent of DWSS.
3) Users will not prop open any exit doors or door connecting corridors
after business hours.
4) Users using public areas can only do so with the consent of DWSS, and
those areas must be kept neat and attractive at all times.
5) All corridors, halls, elevators and stairways shall not be obstructed
by any User or used for any purpose other than egress and ingress.
6) No advertisement or identifying signs or other notices shall be
inscribed, painted or affixed on any part of the corridors, doors or
public areas.
7) Users shall not, without DWSS written consent, store or operate any
large computer or any other large business machines, reproduction
equipment, heating equipment, stove, stereo equipment or other
mechanical amplification equipment, refrigerator or coffee equipment,
or conduct a mechanical business thereon, do any cooking thereon, or
use or allow to be used in the Office oil, burning fluids, gasoline,
kerosene for heating, warming or lighting. No article deemed extra
hazardous on account of fire or any explosives shall be brought onto
said Office. No offensive gases, odors or liquids will be permitted.
8) The electrical current shall be used for ordinary purposes only
(lighting, clocks, radios, personal computers, etc.) unless written
permission to do otherwise shall first have been obtained by DWSS at an
agreed cost to the requesting User. If a User requires any special
wiring for business machines, fax machines, copiers, specialized
computers or other special use electrical or electronic equipment or
otherwise, such wiring shall be done by an electrician designated by
DWSS and at the sole cost of such User.
9) If a User requires any special wiring for telephone equipment or
otherwise, such wiring shall be done by the personnel designated by
DWSS and at the sole cost of such User.
10) DWSS and its agents shall have the right to enter into any office
within the Property at all reasonable hours for the purpose of making
any repairs, alterations or additions which shall be deemed necessary
for the preservation, safety or improvement of said office without in
any way being deemed or held to have committed an interference with a
User's right to use its office.
11) A User shall give DWSS immediate access to the offices to show said
office following User's giving notice of intent to terminate this
Agreement in accordance with the provisions hereof. User shall in no
way hinder DWSS from showing said office.
12) Users may not conduct business in the hallways or corridors or any
other areas except in its designated offices without written consent of
DWSS.
13) Other than guide dogs or assistance animals, Users will bring no
animals onto the Property.
14) Users shall not remove DWSS-owned furniture, fixtures or decorative
material, if any, from offices without written consent of DWSS.
15) Users will not, without the prior written consent of DWSS, allow anyone
other than themselves and their employee(s), or the employee(s) of
DWSS, to operate, use, move or remove any equipment furnished by DWSS
for use by Users to perform work for Users.
16) DWSS reserves the right to make such other reasonable rules and
regulations as in its judgement may from time to time be needed for the
safety, care and cleanliness of the offices.
17) The offices are subject to a lease between DWSS and the owner of the
Property. All Users will be bound by all terms and provisions of said
lease to the extent they affect the use of the offices and Property.
Upon request DWSS will provide a copy of the pertinent provisions of
the lease to Users.
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DWSS /s/ SW
LICENSEE /s/ DM
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EXHIBIT "C"
ADDITIONAL SERVICES AND AMENITIES AVAILABLE
Secretarial Services/Word Processing
Desktop Publishing
Scanning
Fax & Telex
Copies
Mail Handling
Federal Express, UPS & Express Mail
Notary Public
Furniture Rental
Speaker Phone Rental
Fitness Club Membership
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LICENSEE /s/ DM
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