Exhibit 10.8
INTEROFFICE(R)
Helping Companies Succeed-Nationwide
Executive Service Agreement
THIS AGREEMENT is made January 27, 1999 between Avesta Technology ("Client")
and InterOffice/Boston ("InterOffice"). In consideration of the performances of
the covenants contained herein and intending to be legally binding, the parties
agree as follows:
1. InterOffice agrees to provide Client the exclusive use of the furnished
office(s) designated as office(s) number _________ on the 4th floor (the
"Premises") of the building located at 6 New England Executive Park, Suite
400, Burlington, MA 01803 (the "Building") for the term of 12 months,
commencing on the 1st day of February , 1999 ("Commencement Date"), and
ending on the 31st day of January , 2000 ("Termination Date"). Client
agrees to pay a monthly office rental in the amount of $ 1020.00 (the
"Monthly Office Rental") payable in advance without offset or deduction,
on or before the first day of each month of the term. This office(s) is
intended for the use of 1 person(s). Additional people occupying the
office(s) shall be charged at $ 90FT / $60PT /month.
2. The Monthly Office Rental shall include at no additional cost to Client
the following services (usage/amounts shall be reasonable if not
specified).
a. Full-Time Receptionist i. Full Kitchen and Lounge Facility
b. Furnished Reception Room j. Building Directory Listing
c. Telephone Answering k. Mail Receiving
d. Telephone Call Screening l. 1 Engraved Door Name Plate(s)
e. Voice Mail* m. Maintenance, Utilities &
f. 2 Conference Rooms & Janitorial Services
Seminar Facility* n. Reciprocal Use of All InterOffice Centers
g. Travel Arrangements * (not available at all locations)
h. Law Library*
3. InterOffice shall provide Client with the following Business Services, on
a non-exclusive basis. Charges for these Services (the "Business Services
Charges") shall be in accordance with the current rate schedule (see
"Schedule A" attached) and are subject to adjustment by InterOffice upon
thirty (30) days written notice to Client. Business Services Charges are
due on or before the first day of each month for the Business Services
rendered during the immediately preceding month.
a. Beverage Service e. Mail Processing i. Telephone Sets &
b. Computer and LAN f. Office Supplies Lines
services* g. Presentation j. Videoconferencing*
c. Desktop Publishing Binding k. Word Processing
d. Facsimile Transmission h. Secretarial Support l. Xerographic Copying
* (not available at all
locations)
4. InterOffice agrees to rent Client furniture in accordance with the
attached "Schedule B". The monthly furniture rental charge shall be
$155.00 , (the "Furniture Rental Charge") payable in advance, without
offset or deduction, on or before the first day of each month of the term.
5. The first payment of Monthly Office Rental and Furniture Rental Charge
shall be due and payable upon execution of this Agreement. If the
Commencement Date begins on a day other than the first day of a month,
these charges shall be prorated at the rate of one-thirtieth (1/30) of the
Monthly Office Rental and Furniture Charges for each day payable in
advance.
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6. Simultaneously with the executive of this Agreement, Client shall deposit
with InterOffice a refundable Security Deposit in the amount of $1944.00,
as security for the full performance by the Client of all the terms and
conditions of this Agreement as well as for the cost of any repair or
collection of damages to the premises in excess of normal wear and tear.
Client agrees to restore, upon demand, the full security deposit at any
time during the term of this Agreement if amounts are used to cure any
default, or restore the premises. As long as Client is not in default of
this Agreement, any and all Security Deposits or any balance thereof shall
be returned to Client within sixty (60) days after Client has vacated the
premises and left said premises in an acceptable condition, returned all
keys and security cards and paid all charges.
7. If Client fails to pay the Monthly Office Rental, Furniture Rental Charges
or Business Service Charges or other charges within five (5) business days
of the date due, a late payment penalty may be assessed by InterOffice
equal to five percent (5%) of the total outstanding balance or $5.00 per
day, commencing the 5th business day following the date due, until the
balance is paid, whichever is greater. If Client shall fail to pay any
installment of Monthly Office Rental, Furniture Rental Charge or Business
Services Charge or any other charge, or shall violate or fail to perform
any of the other conditions or agreements herein made by Client, and such
failure shall continue for a period of five (5) days, after written notice
thereof to Client by InterOffice, Client shall be in default. Then at the
option of InterOffice, this Agreement shall cease and terminate, resulting
in the Client immediately vacating the premises and subjecting Client to
liability for damages.
8. If Client shall default on this Agreement, InterOffice may, without
further notice, (a) terminate this Agreement. Upon such termination Client
shall have no further right to avoid the termination by payment of any sum
due or by performance of any condition, term or covenant broken; (b)
accelerate all Monthly office Rental and Furniture Rental Charges due
under this Agreement for the entire unexpired term of the Agreement, and
demand all sums due and payable immediately; (c) take possession of all
property in Client's office or stored by Client on the premises and store
it, at Client's expense, until taken in full or partial satisfaction of
any lien or judgment, all without being liable to prosecution or for
damages; (d) deny access to the premises by Client and deny use of any of
the services, including telecommunications services and; (e) take any
other remedies allowed by law. In the event InterOffice brings legal
action to enforce this Agreement, Client shall pay, in addition to the
amounts listed in the preceding sentence, all of InterOffice's reasonable
attorney's fees and all other payments, costs and expenses incurred in
enforcing this Agreement and collecting sums due hereunder.
9. In the event that either party does not wish to renew this Agreement,
either party may provide sixty (60) days written notice to the other prior
to the Termination Date which will terminate the Agreement upon the
initial Termination Date. If either party does not give such notice, this
Agreement shall renew itself under the same terms and conditions for a
term equal to the Initial Term. In the event that the term is
automatically extended, the Monthly Office Rental shall be increased by
the same percentage amount of the most current Consumer Price Index Factor
(CPI) as issued by the Bureau of Labor Statistics of the United States
Department of Labor.
10. In the event that Client shall not immediately surrender the premises upon
final termination of this Agreement or termination of this Agreement
pursuant to the provisions of paragraph seven (7) hereof, Client shall by
virtue of the provisions hereof, become a Client by the month at the
monthly rental rate of one hundred fifty percent (150%) of the then
current rental amount. InterOffice's acceptance of such holdover rent
shall not in any manner adversely affect InterOffice's other rights or
remedies, including InterOffice's right to require Client to vacate the
premises and to recover damages. A holdover Client shall give to
InterOffice at least thirty (30) days written notice of any intention to
vacate the premises; such notice must be given in writing to InterOffice
on or before the first business day of the month. A holdover Client shall
be entitled to thirty (30) days written notice from InterOffice to
terminate the Executive Service Agreement and vacate the premises, except
in the event of the nonpayment of rent or default under this Agreement by
Client, in which event Client shall not be entitled to any notice to quit.
11. Client shall use the premises for general office purposes only and in
accordance with the use permitted under applicable zoning regulations.
Client shall comply with all present and future laws, ordinances,
regulations and orders of all agencies of the Federal, State, and Local
governments and any other public authority having jurisdiction over the
premises, as well as all building rules and regulations. Client, its
employees, agents and invitees, shall conduct their business in such a
manner as to be compatible with other Clients of InterOffice and will also
conduct its business in such a way as not to interfere with the work of
InterOffice's employees.
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12. Client shall not assign or transfer this Agreement without first obtaining
the prior written consent of InterOffice, which consent shall not be
unreasonably withheld.
13. All notices by Client or InterOffice to the other must be in writing and
will be considered given if delivered personally to one of Client's or
InterOffice's officers or mailed by registered mail addressed to Client or
InterOffice at the premises.
14. Client shall make no alterations, installations, additions or improvements
in or to the Premises without InterOffice's prior written consent. Client
will not alter any lock on any door of the Premises without prior written
consent. Client will deliver up the Premises clean and in the same
condition in which they were on the commencement of the term of the
Agreement, ordinary wear and tear and damage by the elements excepted.
InterOffice shall have the right, at it's sole discretion, to modify the
non-exclusive areas of the Premises.
15. Client shall not install or operate in the premises any electrically
operated equipment other than normal and customary equipment found in a
modern office or equipment that in InterOffice's sole discretion, requires
a separate electrical circuit, without the written consent of InterOffice.
Client shall not install or operate in the Premises computers (personal
computers excepted), printers (laser printers and printers with sound
covers excepted), copy machines, telex, and postage machines without the
prior written consent of InterOffice or any equipment or machinery that is
heat producing, causes vibrations, is too heavy, or can be construed as a
fire hazard if not properly monitored. Client shall not offer any service
to other Clients of InterOffice that InterOffice offers to its Clients, in
the normal course of its business.
16. Client shall not indemnify and hold harmless InterOffice from and against
any loss, damage or liability occasioned by or resulting from any default
hereunder or any willful or negligent act on the part of Client, its
agents, employees, or invitees, or persons permitted on the Premises by
Client. InterOffice shall save Client harmless from and against any loss,
damage or liability occasioned by or resulting from the willful acts or
gross negligence of InterOffice, its employees and agents. Client
expressly agrees to waive, and agrees not to make any claim for damages,
direct or consequential, arising out of any failure to furnish any service
or facility, any error or omission with respect thereto, or any delay or
interruption of the same, assuming such service or facility is not
unreasonably withheld.
17. InterOffice shall, at Client's expense, offer to arrange for appropriate
liability insurance for Client with a pre-approved insurance carrier.
Client may elect to arrange for insurance from another carrier. In either
case, Client agrees to provide InterOffice with a certificate of insurance
naming InterOffice as an additional insured evidencing General/Public
Liability coverage with liability limits of not less than $1,000,000 per
occurrence for Bodily Injury and/or Property Damage Liability and $50,000
per occurrence for Fire/Legal Liability. Said insurance coverage shall
remain in force during the term of this agreement and renewals thereof.
18. Client recognizes that InterOffice or InterOffice's agent has expended
considerable time, effort and expense in hiring and training its
employees, and that the hiring of an employee by Client would save
considerable time and expense in training and procurement and would cause
InterOffice or InterOffice's agent to expend additional time and expense.
Therefore, during the term and for six (6) months after its expiration, if
Client hires an employee of InterOffice or InterOffice's agent who was an
employee at any InterOffice Center during any portion of the term or for
six (6) months after its expiration, Client agrees to pay InterOffice a
procurement fee of $10,000.00.
19. Client shall fill out all terms on InterOffice's "New Client Information
Form" and return a signed copy to InterOffice.
20. Client represents and warrants that it has not employed or had any
dealings with a broker, agent or representative relating to this Agreement
and that no fees of any kind are to be paid by InterOfffice.
21. This Agreement is subject and subordinate to an Overlease dated May 17,
1993 between InterOffice and the landlord of the Building. If any conflict
occurs between this Agreement and the Overlease, the Overlease shall
prevail. In the event of the termination or expiration of the Overlease,
this Agreement shall terminate.
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22. Upon termination of this Agreement, it is Client's responsibility to
notify all parties of Client's new telephone number and mailing address.
InterOffice will bill Client for any new postage necessary in the event
InterOffice forwards Client's mail after termination. Client may be asked
to pay a retainer against postage charges.
23. If a check is returned for any reason whatsoever, Client will pay an
additional charge of $75.00 per returned check. If a check is returned,
then for the purposes of calculating late charges or events of default,
the payment represented by the check will be deemed to have never been
made.
24. Client will not remove or attempt to remove any of the Client's property
from the premises, other than in the ordinary course of business, without
having first paid any amounts due, or amounts that will become due under
this Agreement.
25. Any provision of this Agreement which proves to be invalid or illegal will
in no way affect any other provisions of this Agreement which will remain
in full force.
26. The undersigned Guarantor(s) jointly and severally, guarantee
unconditionally, and shall be liable for all sums due under this
Agreement, and for any other sums due from Client to InterOffice, no
matter when or how incurred. InterOffice does not have to attempt
collection from Client before proceeding against Guarantor(s). The
undersigned Guarantor(s) promise to remain bound by this guaranty,
notwithstanding any waiver, release, discharge, or extension by
InterOffice.
27. The parties intend that the substantive laws of the Commonwealth of
Virginia apply to the interpretation of this Agreement, without regard to
Virginia's conflict of laws doctrines. The parties agree that the Circuit
Court of Fairfax County, Virginia, or the United States District Court for
the Eastern District of Virginia (Alexandria Division) constitute proper
fora for litigation concerning this Agreement, and hereby waive objection
to jurisdiction, venue, and forum now conveniens in such courts.
28. This Agreement, together with Schedules A and B attached hereto, contains
the entire agreement of the parties hereto.
AGREED TO: INTEROFFICE/BOSTON CLIENT: AVESTA TECHNOLOGY
/s/ L. Jaslud, Agent (SEAL) By: /s/ Cameron Saifi (SEAL)
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Cameron Saifi
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(Print Name)
Title: VP, Operations
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GUARANTOR:
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(Print Name)
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Guarantor's Social Security Number
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Schedule 1A
Client agrees to use a minimum of $100/month in secretarial services per office
and understands that they will be billed $100/month per office for secretarial
services even if service is not used.
Client shall have 10 hours per month of conference room usage. Additional
conference room usage shall be billed at $10.00 per hour.
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INTEROFFICE(R)
"Schedule A"
Facilities
Private Office..........................................................Included
A host of affordable options awaits you in
creating a personal professional working environment.
10 Hrs./Mo.
Conference Rooms........................................................Included
Distinctively decorated and equipped with audio-visual equipment.
Seminar Room............................................................Included
Perfect for larger groups and allows for high quality presentations.
Storage Facilities......................................................Included
For storage of stationery and other small promotional materials.
Furnished Reception Room................................................Included
Spacious and elegant reception area provided true corporate image.
Kitchen and Lounge Facility.............................................Included
Refrigerator, microwave & access to full coffee service.
Lobby Listing...........................................................Included
Provided in building directory.
Utilities & Maintenance.................................................Included
Includes HVAC, electric, water and lighting.
Janitorial Service......................................................Included
Provided Monday through Friday.
Services
Dedicated Receptionists.................................................Included
Clients are greeted quickly and professionally without
telephone interruptions.
Dedicated Phone Secretaries.............................................Included
Phone secretaries are dedicated to screening your calls and taking messages.
T-1 Lines.............................................................$99.00/mo.
Telephones............................................................$50.00/mo.
Lines (3 line min.).........................................$25.00/line/mo.
Modem/Fax...................................................$45.00/line/mo.
Telephone Installation...............................................$200.00/set
One-time charge for line and equipment installation
alleviates the need for you to deal with the phone company.
T-1 Installation..........................................................$75.00
Voice Messaging.........................................................Included
24-hour message retrieval.
FAX Transmission
Outgoing..........................................................$1.00/page
(plus line charge)
Incoming..........................................................$0.75/page
Domestic and international transmissions, 24 hours a day.
Discount offered for volume usage.
Daily Mail Processing
Incoming............................................................Included
Outgoing..................................................20% Service Charge
Incoming mail placed in Client's mailbox.
See 1A
Secretarial Services...........................................$6.75/15 minutes*
Highly qualified staff handles all of your word processing needs
with today's most advanced and sophisticated equipment and an extensive
library of software.
Desktop Publishing.............................................$9.00/15 minutes*
A variety of typestyles, colors, and graphics provides you with
a first-class, quality presentation.
Bookeeping/Spreadsheet Services.................................$7.50/15 minutes
Experienced staff available to handle your monthly finances and bookkeeping.
Overnight Services.............................................No Service Charge
FedEx provides service daily with in-house pick-up and delivery.
Courier Services..............................................20% Service Charge
UPS provides service daily. Local messenger service also available.
Dedicated Office Manager................................................Included
Provides dedicated assistance for your administrative matters and assures
efficient scheduling of all your work.
Dedicated Leasing Manager...............................................Included
Always available to discuss change your growing office space needs.
Copying Charges
1-100/mo..................................................$.15/copy
101-500/mo................................................$.12/copy
501-1000/mo...............................................$.10/copy
1001-2000/mo..............................................$.08/copy
2001(+)/mo................................................$.06/copy
High speed copiers with collating and reduction capabilities.
Per Person
Hot Beverage Service ..................................................$20.00/mo
Coffee, gourmet teas and hot chocolate.
Presentation Binding................................................$4.50 + time
GBC Binder allows for a professional presentation.
Travel Arrangement.......................................................Include
Professional in-house staff will handle all your travel accommodations.
Office Supplies.......................................................Discounted
In-house supplies or next day delivery.
Videoconferencing...................................................$100.00/hour
See your manager for pricing details and facilities nearest you.
Reciprocal Use Of All InterOffice Locations.............................Included
Reserve an office or conference room or utilize a service at any
other InterOffice location nationwide. See your manager for details.
* Minimum usage of 1 hr/ week/office required from all clients for either or
both services.
The above is subject to change with 30 days written notice from Owner to Client
Boston 7/98
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Center: Boston
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BASIC TERMS OF AGREEMENT
Client: Avesta Technology
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Owner: InterOffice Boston
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Term: 12 Months
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Office(s): #429
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Monthly Office Rental: $1,020.00
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Monthly Furniture Rental: $155.00
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Monthly Phone Rental: $269 (Set, Lines, VM, Fax & T1)
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Refundable Deposit: $1,944 (Rent, Furniture, Phones, Serv.Security)
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Payment Due at Signing
1st Month's Office Rental $ 1020.00
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1st Month's Furniture Rental $ 155.00
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1st Month's Phone Rental $ 269.00
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Phone and Modem Installation (Discounted) $ 375.00
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Beverage Service $ 20.00
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Secretarial Service $ 100.00
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Refundable Deposit $ 1944.00
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TOTAL......................... $ 3883.00
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"Schedule B"
Quantity Item Rate
1. 1 Executive Desk $
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2. 1 Executive Chair $
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3. 2 Guest Chairs $
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4. 1 Bookcase $
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5. Kneehole Credenza $
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6. $
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7. $
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8. $
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9. $
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10. $
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11. $
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12. $
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13. $
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14. $
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15. $
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16. $
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17. $
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18. $
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19. $
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20. $
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21. $
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22. $
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TOTAL MONTHLY CHARGE........$ 155.00
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