EXHIBIT 10.14
LEASE AGREEMENT
1. Parties. This lease, dated for reference purposes only, Tuesday,
August 13, 1996, is made by and between Bay Business Centers, Inc., Lessor, and
Jenner Technologies hereinafter called Lessee.
2. Premises. Lessee hereby leases from Lessor the premises described as
2010 Crow Canyon Place, Suite #100, San Ramon, CA 94583, Office #330 & #332.
3. Term. A six month term shall commence on September 1, 1996 and shall
continue until February 1, 1997. Lessee shall give a 60-day notice in writing of
its intent to renew or cancel Lease Agreement, prior to termination date of
February 1, 1997. If a 60-day notice is not rendered, Lessor will consider Lease
Agreement to be renewed for an additional term, at the then going rate. Holdover
- - in the event Lessee holds over beyond the end of the Lease term, the monthly
recurring charges shall be assessed at 150% their monthly rate and the holdover
period shall be for no less than one month.
4. Possession. If Lessor for any reason whatsoever cannot deliver
possession of the leased premises to Lessee at the commencement of the term
hereof, this shall not be void or voidable, nor shall Lessor be liable to Lessee
for any loss or damage resulting therefrom, nor shall the expiration date of the
above term be in any way extended, but in that event, all rent shall be abated
during the period between the commencement of the term, as provided for in
Paragraph 3 hereinabove, and the time Lessor delivers possession. In the event
that Lessor shall permit Lessee to occupy the leased premises prior to the
commencement date of the term, such occupancy shall be subject to all of the
provisions of this Lease Agreement. Such early possession shall not advance the
termination date hereinabove provided.
5. Rent. Lessee agrees to pay Lessor the sum of $1050.00 per month plus
$110.00 per phone set for phone equipment rental per month due on the first day
of each month. Any installment of rent or any other recurring sums due from
Lessee not received by Lessor within five (5) days after such amount is due
shall be assessed a late charge equal to ten percent (10%) of such overdue
amount plus $50.00. Clerical Services and Other Services incurred shall be
invoiced semimonthly on the 15th and last day of each month. Payment for said
services are due and payable within thirty (30) days of billing date. A late
charge equal to two percent (2%) plus $10.00 will be assessed on said services
if payment is not received within thirty (30) days of billing date. If an
installment for rent or invoice for services is overdue more than thirty (30)
days, Lessor has the right to discontinue all services upon the thirty-first
(31st) day of delinquency. Billing inquiries and/or change of address should be
directed towards: Bay Business Centers, Inc., Attn: Accounting Dept., 4900
Hopyard Road, Suite #100, Pleasanton, California 94588. In the event this Lease
Agreement term starts on a day other than the first of the month, the monthly
recurring charges shall be prorated for the current month and collected with the
first full month plus last month.
The monthly rental rate stated herein is predicated on providing office
space and services, as provided in Paragraphs 13 and 14, for 1 person(s).
Additional Reception Service $100.00/each additional person - w/o voice mail
(receiving calls & caller's) $125.00/each additional person - with voice mail
Lessee hereby agrees to notify Lessor in writing no less than thirty
(30) days prior to addition of staff members for which Lessor will provide
services.
6. Prepaid Rent & Opening Charges. Concurrently with Lessee's execution
of this Lease Agreement, Lessee shall pay the Lessor the sum of:
RECURRING CHARGES (1ST & LAST)
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Office Rent (1st & last) (recurring charge)............................................. $2100.00
Additional Users (1st & last) (recurring charge)........................................ $0.00
Furniture:
(1st & last) (recurring charge)......................................................... $200.00
Mail Forwarding Service (1st & last) (recurring charge)................................. $0.00
Storage Rental (1st & last) (recurring charge).......................................... $0.00
Additional Voice Mail Box Rental ($25/each/month) (1st & last) (recurring charge)....... $0.00
Voice Mail Paging (1st & last) (recurring charge)....................................... $0.00
Phone Line Service - Dial Tone (1st & last) (recurring charge).......................... $120.00
Phone Equipment Rental (1st & last) (recurring charge).................................. $220.00
Speed Dial (1st & last)(recurring charge)............................................... $0.00
Conference Calling (1st & last) (recurring charge)...................................... $0.00
Call Forwarding (1st & last) (recurring charge)......................................... $0.00
Delayed Call Forwarding (1st & last) (recurring charge)................................. $0.00
Pacific Bell Directory Listing ($2/mo.) (1st & last) (recurring charge)................. $4.00
Copy Pkg. (1st) (recurring charge)...................................................... $0.00
Conference Pkg. (1st) (recurring charge)................................................ $0.00
Administrative Pkg. (1st) (recurring charge)............................................ $0.00
Secretarial Pkg. (1st) (recurring charge)............................................... $0.00
ONE-TIME/INSTALLATION CHARGES
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Administrative Start-up Fee (one-time charge)........................................... $125.00
Additional Users Administrative Start-up Fee (one-time charge)..........................
Cleaning Fee ($200/Ofc.-less than 1 yr.) (one-time charge).............................. $200.00
Furniture Move Fee (one-time charge).................................................... $0.00
Furniture Set-Up Fee (one-time charge).................................................. $0.00
Lobby Directory Listing (one-time charge)............................................... $40.00
Key Deposit ($65/set X 2 Key Set(s)) (refundable)....................................... $130.00
Single Key Deposit ($33/key X (refundable)..............................................
Storage Installation (one-time charge).................................................. $0.00
Voice Mail Installation (one-time charge)............................................... $0.00
Voice Mail Paging Installation (one-time charge)........................................ $0.00
Phone Line Installation (one-time charge)............................................... $241.00
Fax/Modem Install (one-time charge)..................................................... $185.00
Phone Equipment Installation (one-time charge).......................................... $370.00
Calling Feature Installation (one-time charge).......................................... $0.00
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TOTAL.......................................................................... $3935.00
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*Phone Line Service represents monthly fee for dial tone. Phone Line Usage
(outgoing calls) is a variable charge and will be billed semimonthly, due within
10 days of statement date.
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7. Use. The premises are to be used for sales and administrative
purposes only.
8. Conditions. Lessee shall not disturb, annoy, endanger or
inconvenience other tenants in the building or suite, nor use the premises for
any immoral, unlawful, or sleeping purposes, nor violate any law or ordinance or
commit waste, nuisance or damage upon or about the property.
9. Repairs, Maintenance and Alterations. Lessee shall at all times
during the term hereof, at its sole cost and expense, keep the premises and
every part thereof in good condition and repair, except damage thereto by fire,
earthquake, act of God or the elements. Lessee hereby waives the right to make
repairs at Lessor's expense under any law, statute or ordinance with respect
thereto now or hereafter in effect. Unless otherwise expressly provided herein,
Lessor shall not be required to make any improvements or repairs of any kind or
character on or to the leased premises during the term of this Lease Agreement.
Lessee shall return, upon expiration of this Agreement the premises in their
original configuration, design, and condition to Lessor. Lessee shall, at its
own cost and expense, repair or replace any damage or injury to the leased
premises, or any part thereof, caused by Lessee or Lessee's agents, employees,
invitees, licensees, or visitors; provided, however, if Lessee fails to make
such repairs or replacements promptly, Lessor may, at its option, make such
repairs or replacements, and Lessee shall reimburse the cost thereof to Lessor
on demand, together with interest at the maximum annual rate permitted by law
from the date of such work.
If Lessee vacates the premises and leaves the premises in a condition
requiring painting, carpet cleaning, or other maintenance to restore the
premises to leasable condition, a minimum fee of $200.00 per office will be
assessed and confirmed in the termination meeting (if conducted) or within 30
days of date of vacancy.
Lessee agrees to keep a floor mat under any and all chairs with
rollers/wheels at all times to protect the carpeting.
10. Abandonment. If Lessee abandons or vacates the premises, Lessor may
at its option terminate this Lease Agreement, re-enter the premises and remove
all property.
11. Essence of Time. Time is of the essence of this Lease Agreement and
all provisions hereof.
12. Insurance. Lessee shall indemnify and hold harmless Lessor as
respects to any bodily injury or property damage arising out of their operations
and business conducted on premises. Lessee shall maintain liability insurance in
amounts no less than $300,000 combined single limit for bodily injury and
property damage. Lessee shall provide Lessor with a certificate of insurance as
evidence of the above conditions and Lessor shall be named as an additional
insured.
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13. Services. Included in the monthly rental specified in Paragraph 5
herein, Lessee shall be entitled to the following clerical and administrative
services:
Full-time Receptionist Service Mail Processing Service
(8:30 a.m.-5:00 p.m., Monday-Friday Incoming Mail Sorted
excluding holidays) Outgoing - daily mail 10 pcs.
Telephone Answering Voice Mail 24 hrs./day,
8:30 a.m.-5:00 p.m. 7 days/week
Monday-Friday, by Receptionist, Complimentary 100 Voice Mail Msgs./Box
(excluding holidays) Additional messages @ $.35/ea.
Access to Office, Building, & Copier
24 hrs./day, 7 days/week
Hourly Office Rental/ Access to:
Conference Room Facilities Secretarial Services
By Reservation 8:30 a.m. - 5:00 p.m.
4 Hours/month included Monday-Friday,
(non-cumulative) (excluding holidays)
(Billed as Utilized, see Exhibit B)
Lessee hereby agrees all telephone equipment and line services will be
coordinated by Lessor with Lessor's telephone vendor. Lessee shall not modify
nor change outlets, telephone sets, or jacks.
14. Services & Non-Service Items. Services and non-service items shall
be invoiced semi-monthly on the 15th and last day of each month. Payment for
said services are due and payable within thirty (30) days of billing date. A
finance charge of 2% per month will be assessed for all services and recurring
charges unpaid beyond 30 days of the invoice date.
At the end of a term, all charges and credits will be applied. It is
understood freight bills and vendor charges may take up to 60 days to pass
through Lessee, therefore a 90-day period may be required to reimburse credits
or conclude final account balance.
If collection time is required due to delinquent account status a fee
of $45/hour will be assessed for administrative time at a minimum of $9.00 per
collection contact.
SERVICES
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Secretarial Service Minimum billable unit 1/10 of an hour.
See Exhibit B for Rates
Word Processing (keyboarding) Minimum billable unit 3/10 of an hour.
See Exhibit B for Rates Minimum per page 3/10 of an hour(input).
Editing - Minimum 2/10 of an hour.
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Standard Turnaround - 1-3 pages (24 hrs.) 4 or more pages - turnaround
determined by Bay Business Centers, Inc.
Lessee agrees that during the term of this Agreement and for six (6)
months after its termination will not offer employment to or hire any of the
employees of Lessor. If Lessee does not keep that agreement, Lessee will be
liable to Lessor for damages in the sum of twenty-five percent (25%) of the
annual compensation of each employee involved, it being mutually agreed by
Lessee and Lessor that this provision for liquidated damages is reasonable and
that the actual damage which would be sustained by Lessor as the result of a
failure to keep the agreement would be, from nature of the case, impracticable
or extremely difficult to fix.
Further, Lessee shall not provide, utilize, or sell any services or
non-service items, which are provided by Bay Business Centers, Inc., as listed
on Exhibit B to other tenants or clients of Bay Business Centers, Inc., or for
any other person or company.
Lessee shall not contract with an independent contractor, temporary
personnel agency, or individual for the purpose of providing secretarial, word
processing, or any services Bay Business Centers, Inc. provides.
If Lessee wishes to employ an administrative assistant or clerical
staff member, it is with the understanding an additional office must be leased
from Bay Business Centers, Inc. and prior written approval is obtained from Bay
Business Centers, Inc. for its use.
15. Notices. In every instance where it shall be necessary or desirable
for the Lessee to serve any notice or demand upon the Lessor, such notice or
demand shall be sent by United States "Registered" or "Certified" mail, postage
prepaid, addressed to:
Ms. Marilyn L. Newton
Bay Business Centers, Inc.
2010 Crow Canyon Road, Suite 100
San Ramon, CA 94583
or at such other address of Lessor, as may appear on the records of Lessee. Any
notice or demand to be given by the Lessor to the Lessee shall be effective if
mailed to (Lessee's administrative office):
Mr. Tony Maida
Jenner Technologies
828 Eastbrook Ct.
Danville, CA 94506
Notice mailed as aforesaid shall be deemed to have been served at the time of
postal meter cancellation date.
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16. Occupancy/Use of Premises. Lessee shall not assign this Lease nor
permit the occupancy or use of any part thereof without the written permission
of Lessor.
Lessee will not install or maintain a coffee maker or copier machine in
Lessee's office. Lessee further acknowledges smoking is not permitted within the
suite and must be restricted to outside of the suite.
17. Attorneys Fees. In an event of any legal action or proceeding
brought by either party against the other under this Lease Agreement, the
prevailing party shall be entitled to recover all its costs and expenses,
including without limitation the fees and costs of appeal, if any, of its
attorneys of such action or proceeding in such amount as is reasonable.
LESSEE: LESSOR:
Jenner Technologies Bay Business Centers, Inc.
By: /s/ ANTHONY E. MAIDA By: /s/ MARILYN L. NEWTON
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Anthony E. Maida, III Title: President
Chief Executive Officer Name: Marilyn L. Newton
Jenner Technologies
828 Eastbrook Court
Danville, CA 94506
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Exhibit A
[Plan of Premises]
Exhibit B
Minimum time usage is assessed as an "Administrative Assist"* at $2.00/each
Priority Service Charges
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1-4 Hours=Priority 1+50% 4-8 Hours=Priority 2+25% Overtime Required= +100%
Project Classification
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CLASS DESCRIPTION CLASS DESCRIPTION
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1 Typed or clearly written source document; no edits 2 Typed or written requiring minor edits/single level
required. outline format/minor tabbing.
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3 Difficult to read; major edits required. 4 Technical.
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CODE SERVICE DESCRIPTION RATE UNITS
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AAA Administrative Assistance - Bookkeeping or Mgt. Assistance.......... 30.0 Per Hour
ADT Administrative Assists* (minimum clerical fee)...................... 2.0 Each
AIR Airborne Shipping................................................... 0.0 Cost + 20%
ASV Answering Service................................................... 100.0 Monthly
BIN Binding............................................................. 3.5 Each
SCP Color Prints (Laser)................................................ 2.5 Each
COP Copying............................................................. .1 Each
CRF Conference Room/Flex Ofc. Rental (COD Clients)...................... 25.0 Per Hour
CRC Conference/Flex Ofc. Rental (On-Account Clients).................... 20.0 Per Hour
CSP Coffee by the Pot (for meetings).................................... 10.0 Each
DIR Directory Listing (or directory change)............................. 40.0 Each
DSS Disk Storage (200.000 characters/disk).............................. 20.06 Months
DUP Duplicate Statement................................................. 5.0 Each
EMS Extra Messages (after monthly allowance)............................ .3 Each
FAX Facsimile Service................................................... 1.0 Each Pg.
FMA Furniture Initial Set-up............................................ 50.0 Per Office
FMV Furniture Move...................................................... 0.0 Variable
FNT Furniture Rental.................................................... 0.0 Per Month
FXW Facsimile Service - Word Processing Work TO a Client................ .2 Each Pg.
GRP Graphics............................................................ 55.0 Per Hour
IFM If/Relay Message/Paging (Special Msg. Handling)..................... 2.0 Each
LAM Lamination (Business Card Size or 8 1/2 x 11)....................... 1.5 or 4.00 Each
LMC Long Handwritten Message............................................ 2.0 Each
LPO List/Label Printout................................................. 2.5 Page
MLG Mailings: Parcel/Express/Certified Mail Prep....................... 4.0 Each
MSS Mailing Address Svc................................................. 35.0 Monthly
OLS Overnight/Express Letter Service.................................... 12.5 Each
PCC Phone Call (Outgoing Calls made by BBC Staff)............75/local; 1.25/toll; 2.50/LD Each
PHH Parcel Handling - Parcel Delivery to Office......................... 2.0 Each
POS Postage............................................................. 0.0 Cost + 20%
PRS Presentations - Multiple Font Documents............................. 45.0 Per Hour
SPO Printouts (per page or envelope).................................75/black; 2.50/color Per/Pg.
REN Rent (monthly recurring per contract)............................... 0.0 Variable
SSS Resume & Consultation Services...................................... By Quote Per Service
SCN Scanning............................................................ 10.0 Per Image
SHP Ship via BBC (client uses their Acct. #)............................ 1.0 Each Piece
SCR Secretarial Service - Regular, 24-hour Turnaround................... 22.0 Per Hour
SC2 Secretarial Service - 4-8/hour Turnaround........................... 27.5 Per Hour
SC1 Secretarial Service - 1-4/hour Turnaround........................... 33.0 Per Hour
SCV Secretarial Service - Requiring Overtime............................ 44.0 Per Hour
SPS Spreadsheets........................................................ 40.0 Per Hour
TER Telephone Equip. Rental............................................. 55.0 Per Set/Mo.
UPS UPS Shipment (Parcels).............................................. 0.0 Cost + 20%
VMS Voice Mail Box...................................................... 25.0 Each
WIT Witness Signatures.................................................. 6.0 Each
WCR Word Processing Client - Regular, 24-hour Turnaround................ 30.0 Per Hour
WC2 Word Processing Client - 4-8/hour Turnaround........................ 37.5 Per Hour
WC1 Word Processing Client - 1-4/hour Turnaround........................ 45.0 Per Hour
WCV Word Processing Client - Requiring Overtime......................... 60.0 Per Hour
WPR Word Processing Tenant - Regular, 24-hour Turnaround................ 27.0 Per Hour
WP2 Word Processing Tenant - 4-8/hour Turnaround........................ 33.7 Per Hour
WP1 Word Processing Tenant - 1-4/hour Turnaround........................ 40.5 Per Hour
WPV Word Processing Tenant - Requiring Overtime......................... 54.0 Per Hour
YSS Supplies (see Supplies Price List).................................. 0.0 Variable
PRICES SUBJECT TO CHANGE AT THE DISCRETION OF BAY BUSINESS CENTERS, INC.
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