[VANTAS LOGO]
OFFICING SOLUTIONS WORLDWIDE
LEASE AND SERVICE AGREEMENT
EXTENSION RIDER
RE: Lease and Service Agreement between VANTAS Reston L.P. and Certicom
("Agreement").
DATE: May 18, 2000
CENTER: VANTAS Reston
Office 307
Paragraph "3a" of the Agreement is hereby modified so that the term of the
Agreement shall expire on 9/29/2000.
In accordance with the Lease and Service Agreement Rebate Rider, attached to the
original Lease and Service Agreement, and in consideration of this modification
and extension of the term, the Lessee shall pay the Lessor as rent for the
Premises a total rent of $16,427, payable in 3 equal monthly installments of
$5475.
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
By: /s/ J. Morris By: /s/ Richard M. Depew
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Date: 6/12/00 Title: EVP of Field Operations
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Date: 6/8/00
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[ALLIANCE LOGO]
Business Centers
LEASE AND SERVICE AGREEMENT
EXTENSION RIDER
RE: Lease and Service Agreement between ALLIANCE Reston L.P. and Certicom
("Agreement").
DATE: June 2, 1999
CENTER: ALLIANCE Reston
Paragraph "3a" of the Agreement is hereby modified so that the term of the
Agreement shall expire on December 31, 1999.
In accordance with the Lease and Service Agreement Rebate Rider, attached to the
original Lease and the revised Service Agreement, and in consideration of this
modification and extension of the term, the Lessee shall pay the Lessor as rent
for the Premises a total rent of $20,190, payable in 6 equal monthly
installments of $3,365.
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
By: /s/ J. Mulson By: /s/ B. MacInnis
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Date: 6/3/99 Title: CFO
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Date: 6/3/99
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Exhibit B-Continued
E. CONCIERGE SERVICES
1) Arrangement for Business Supplies, Catering, Meal order taking, etc. $25.00 Per hour
.20 hr minimum
F. WORD PROCESSING GRAPHICS
1) Standard Word Processing Rate From $30.00 Per hour
Standard Desktop Publishing/Graphics Rate From $40.00 .3 hr minimum
Word Processing and Desktop Publishing Services billed in 6 minute
increments. Normal turnaround = 24 hours
2) Word Processing - Rush Turnaround Time = 1-8 hours From $45.00 Per hour
Desktop Publishing - Rush Turnaround Time = 1-8 hours From $50.00 .3 hr Minimum
The Word Processing and Desktop Publishing services below will be
billed at 150% of the normal Word Processing rate if requested as
a rush.
3) Overtime Charges for Word Processing From $60.00 Per hour
Overtime charges for Desktop Publishing/Graphics From $80.00 .3 hour minimum
The Word Processing and Desktop Publishing services below will be
billed at 200% of the normal rate if performed before or after
scheduled working hours, or if overtime required or requested.
Word Processing/Graphics Services Available
* Ads * Logo design/Business Cards/Stationery
* Bank Deposits * Photo minipulation
* Bill Paying * Preparation of Expenses
* Check Reconcilliation * Proposals
* Invoicing (Bookkeeping) * Scanning (either text or photos)
* Light Accounting * Straight keyboarding without any additional attributes
* Multi-media Presentations * Tables/Forms
* Charts & Graphs * Tape Transcription
* Color Laser Printing & B&W * Web Page design
* Database Development
* Database Entry/Mailmerge List Entry
* Excel Spreadsheets/Statistical typing
* Flyers & Brochures
Industry Production Standards:
"Landlord shall bill 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 the Tenant to
know how much a project will cost regardless of how long it takes to complete it.
4) Resumes:
Typing Only - Does not include edits or additional print outs
* 1st Page $40.00 1st Page Only
* Each Additional Page $20.00 Per Page
* Cover Letter $10.00 Per Page
Resume Writing Consultation Services $45.00 Per Hour
5) Technical Support $75.00-$125.00 Per Hour
All Service pricing is subject to change with 30 days written notice to clients on contract.
Revised 05/21/99 Initials BM
Initials ________
Exhibit B-Continued
G. CONFERENCE ROOMS
1) Rental
* Full-Time Tenants Included Up to 4 Hours/contract
* Hourly (Full-time and Part-time) $25.00 Per Hour
* Daily (1 to 12 people) (Full-time and Part-time) $150.00 Per Day
* Walk-in (Hourly) $35.00 Per Hour
2) Seminar Room (allowance at twice the time): Seminar rooms not available
at all facilities.
* Full-Time Tenants Included Accumulated with Conference
Room rental
* Hourly $50.00 Per Hour
* Daily (up to 40 people) $300.00 Per Day
* Walk-in (Hourly) $70.00 Per Hour
3) Cancellation, if not within 24 hours for conference room. Billable at 50%
Or time reserved
4) Set-up/clean-up after Tenant in conference room $25.00 Per Hour
H. DIRECTORY LISTING - BUILDING LOBBY
1) Full-time (one-line) Included First time
2) ImagePlus and Additional Listings-one time charge (Center Specific) $30-$150 Per line
I. FURNITURE
1) Moves/adds/changes including administrative coordination and moving of $25.00 Per piece
furniture places
2) Standard Furniture Set (desk, executive chair, 2 side chairs and Included Month/set
credenza)
3) Additional Furniture Rental - Various Pieces Varies based on
Piece Requested
J. KITCHEN FACILITIES
(Coffee, tea, etc.)
1) Tenants/Clients per cup service (self-serve) Included
2) Pots for Conference Room - Set-up $25.00 Per hour
Actual time-Clerical rate
K. MAIL SERVICES
* Deliver parcel to tenants office. All parcels are called to tenant. If $25.00 Per hour
not picked up by 5:00 p.m. we will deliver to office. .20 hr minimum
* Prepare Certified, Express, or Courier
* Check mailbox/hold (24-hours for packages later than mailbox)/review
mail by phone
* Prepare packages, such as label/wrap
* Trace Shipments (Fed Ex, UPS, etc.)
* Mass mailings (folding, stuffing, posting, etc.)
L. OFFICE SUPPLIES
1) Minimum supplies are available on site through ALLIANCE or may be Cost + 20%
ordered (See a clerical assistant for requests)
2) Weekly orders may be placed directly for tenant $25.00 Per hour
.20 hr minimum
M. PARKING
1) Surface Center Specific
2) Covered Parking Garage Center Specific
All Service pricing is subject to change with 30 days written notice to clients on contract.
Revised 05/21/99 Initials BM
Initials ________
Exhibit B-Continued
N. POSTAGE FEES
(Landlord shall serve as postal agent to all tenants and clients)
1) U.S. Mail/UPS Cost + 20%
* Posting of mail - 25 pieces Complimentary Per day
* Posting of mail - Additional (after 25 pieces) $2.50 Per 25 pieces + (cost + 20%)
2) Courier Service Cost + 20%
3) Federal Express Published Standard Rates
O. PRODUCTION & COPYING
(a medium volume copy machine is available for Tenants)
1) Binding, copying & transparencies (clerical time only) $25.00 Per hour
.20 hr minimum + supplies
2) Photocopies
* up to 350 $0.15 Each
* 351-700 $0.12 Each
* 701-1000 $0.10 Each
* 1001-2000 $0.08
* 2001+ $0.06
3) Binding (includes spine, cover & backing) $4.50 Each + time
P. TELECOMMUNICATIONS
1) Standard Phone Equipment $125.00 Per Set, Per Month
(Installation fee and set up not included)
* Phone with built-in Speaker phone
* DID Phone Number with 2 roll over lines
* 1 line Directory Listing
* Other basic features of telephone system.
2) Phone/Fax or Date Line installation $150.00 Per line/Per set
3) Fax or Data Line (Additional recurring charge each month plus a per $80.00 Per line, Per month
minute charge where applicable)
4) Voice mail; adding another personal box $25.00 Per line, Per month
$25.00 Per box, installation
5) Programming voice mail to pager - Center Specific $25.00 Programming fee,
per pager
6) Paging (not intercom services)
* Voice Mail Paging $25.00 Per pager
Per Month - call transfer fee
* Paging on Demand to a pager $2.50 Per Page
7) Call Patching set up fee- if available $25.00 Per number
(one time charge)
* Up to 100 patches $50.00 Per Month + call transfer fee
* Additional Patches (after 40) $0.50 (based on distance of call)
Per Patch and call transfer fee
* On Demand $25.0 Per Patch
8) Reconnect fee (after termination of service) $150.00 Per Phone or Data Line
9) T-1 Access (Not available at all locations) (Requires LAN Connectivity) $100.00 Per user/month
LAN Connectivity $25.00 Per user/month
Installation and set up $150 + $125/hr Per user-one time
Note: All changes are not listed for this service.
Additional services also available.
10) Video Conferencing (not available at all centers) $150.00 $350.00/hr $50.00 set up fee
11) Call Screening $50.00 per person/month
All Service pricing is subject to change with 30 days written notice to clients on contract.
Revised: 05/21/99 Initials BM
Initials ________
Exhibit B-Continued
Q. TELECOPY/FAX - PLAIN PAPER FAX AVAILABLE
(clerical charges may be incurred for faxes sent after normal business hours)
1) Outgoing $1.00 Per Page + Cost of Call
2) Incoming $1.00 Per Page
R. IMAGEPLUS PROGRAM
1) Telephone Answering Only (8:30a.m. thru 5:30 p.m.; Mon-Fri) $100.00 Per Month
2) Mail Service Only - One Company Name $50.00 Per Month
3) ImagePlus Flex Program - Basic - No Conference Room $150.00 Per Month
4) Extra People $25.00 Per Month/per person
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All Service pricing is subject to change with 30 days written notice to clients on contract.
Revised: 05/21/99 Initials BM
Initials ________
[ALLIANCE LOGO]
Business Centers
LEASE AND SERVICE AGREEMENT
This Agreement is made this 7th day of December 1998, by and between ALLIANCE
Reston, L.P. . d/b/a ALLIANCE Business Centers ("Lessor") having offices known
and numbered as Suites 100/300 (the "Facility") in the building located at
12020/12030 Sunrise Valley Drive, Reston, Virginia 20191 (the "Building") and
Certicom ("Lessee") a(n) Deleware (corporation, partnership, individual) with an
address of 200 Matheson Blvd. West, Suite 103 Mississauga, Ontario L5R 3L7.
The parties for themselves, their heirs, legal representatives, successors
and assigns, agree as follows:
1. Demise and Description of Property.
a. Lessor leases to Lessee and Lessee leases from Lessor, the
"Premises" (defined below), being a subpart of Lessor's total leased Facility
space, for the term and subject to the conditions and covenants hereinafter set
forth and to all encumbrances, restrictions, zoning laws, regulations or
statutes affecting the Building, Facility or Premises.
b. The Premises consists of Facility office space number(s) 307 as
shown in the floor plan annexed hereto. Lessor hereby grants Lessee the
privilege to use in common with other lessees and parties that Lessor may
designate certain office amenities located in the Facility; the use of all of
which are subject to such reasonable rules and regulations as Lessor currently
has in place and may adopt from time to time. The amenities are more
particularly described in attached Exhibit "A." "The Operating Standards" as
presently in place and governing the use of the Premises and the Facility are
attached in Exhibit "B".
2. Use.
a. The Premises shall be used by Lessee solely for selling of data
encryption technology and such other normally incident uses and for no other
purpose, in strict accordance with the Operating Standards. Additionally, Lessee
shall not offer at the Premises any services which Lessor provides to its
lessees, including, but not limited to those amenities or services described in
attached Exhibit "A". In the event Lessee breaches any provision of this
paragraph, Lessor shall be entitled to exercise any rights or remedies available
to the Lessor pursuant to this Agreement together with such other rights and
remedies as the Lessor may otherwise have and choose to exercise.
b. Lessee shall not make nor permit to be made any use of the Premises
which would violate any of the terms of this Agreement or which, directly or
indirectly, is forbidden by statute, ordinance or government regulations, which
may be dangerous to life, limb or property, which may invalidate or increase the
premium of any policy of insurance carried on the Building or on the Facility,
which will suffer or permit the Premises to be used in any manner or anything to
be brought into or kept there which, in the sole judgment of Lessor, shall in
any way impair or tend to impair the high quality character, reputation or
appearance of the Building or the Facility, or which may or tend to impair or
interfere with any services performed by Lessor for Lessee or for others.
3. Term.
a. The term of this Agreement shall be for a period of 6 months,
commencing 9:00 a.m. on the 1st day of January 1999, and ending 5:00 p.m. on
30th day of June 1999, unless renewed as provided in paragraph "3(b)" herein.
b. Upon the ending term date set forth herein or any extension thereof,
the Agreement shall be extended for the same period of time as the initial term
and upon the same terms and conditions as herein contained except for the amount
of base rental charges and additional service charges, which shall each be
increased by at least ten percent (10%), unless either party notifies the other
in writing by certified or registered mail, return receipt requested, or
delivered by hand that the Agreement shall not be extended within the period
hereinafter specified or automatically renewed, If Lessee has less than three
offices, such notice shall be given at least 60 days prior to the expiration
date of this Agreement. If Lessee has three or more offices, such notice shall
be given at least 90 days prior to the expiration date of this Agreement.
c. In the event the entire Premises or the Facility are damaged,
destroyed or taken by eminent domain or acquired by private purchase in lieu of
eminent domain so as to render the Premises fully untenantable and unrestorable
in Lessor's sole Judgment, then within 90 days thereafter by written notice to
the other party, either party shall be able to terminate this Agreement, which
will terminate as of the date thereof.
4. Rent.
a. For and during the term of this Agreement, Lessee shall pay Lessor
as rent for the Premises a total rental of $21,600, payable in 6 equal monthly
installments of $3600 (unless otherwise indicated on attached Rebate Rider) each
payable in advance of the first day of each calendar month after the
commencement of the term, or a daily prorated amount for any partial calendar
month during the term. 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
Lessee will also pay, as additional rent, a late payment charge which shall be
an amount equal to 10% of any amount owed to Lessor or $50 whichever is greater.
b. It is additionally specifically covenanted and agreed that the financial
terms of this Agreement are strictly confidential and Lessee agrees not to
knowingly or willfully divulge this information to or any other Lessee or
potential Lessee of Lessor. Any such disclosure by the Lessee of the financial
terms of this Agreement as set forth herein above, shall constitute a material
breach of this Lease.
c. The first such payment of rental as well as the payment of the
Deposit as set forth in below shall be paid by Lessee simultaneously with
execution of this Agreement. Should the Lessee fail to make such payment prior
to the commencement of the term of this Agreement, then, at Lessor's sole
option, the Agreement shall be null and void and of no further effect.
d. The rental payable during the term of this Agreement shall be
increased on the first day of the month following notification of any rental
increase (however designated) which the Lessor might receive from the Lessor's
over-landlord ("Building"). The term "direct expenses" as used herein shall
refer to the same items and costs as are used by the Building in its
determination of expenses and costs passed on to Lessor. Lessor shall
immediately notify Lessee in writing of any such increase, and shall bill Lessee
for its pro rata share thereof, which bill Lessee shall pay promptly upon such
notification for each and every month thereafter for the balance of the term.
e. Rent charges are based on the value of the rental Premises and
services to be used by three (3) person(s) only. If more than said number of
person(s) habitually use the Premises or services, the Fixed Monthly Rental
Charges will be increased by a factor of $100 for each additional person who
habitually uses the Premises.
f. If a Lessee check is returned for any reason, Lessee will pay an
additional charge of $100.00 per returned check and, for the purpose of
considering default and/or late charges, it will be as if the payment
represented by the returned check had never been made.
[ALLIANCE LOGO] 1
Business Centers BM Initials EV Initials
5. Security Deposit.
a. Lessee shall deposit with Lessor an additional $3055.00, as a non-
interest bearing security deposit (Lessee currently has $1070.00 on file as a
non-interest bearing security deposit). Lessor may use the security deposit to
cure any default of Lessee under this Agreement, restore the Premises including
any and all furniture, fixtures and equipment provided by Lessor and vendors at
the Premises to their original condition and configuration, reasonable wear and
tear excepted, to pay for repairs to any damage to the Premises, Executive Suite
or Building, caused by Lessee or Lessee's guests, to pay any rent or other
charges which Lessee owes Lessor at or prior to the expiration of this
Agreement, and to reimburse Lessor for costs or expenses arising from any other
obligation of Lessee which Lessee has failed to perform. If Lessor transfers
control or ownership of the Premises and Lessor transfers the security deposit
to such purchaser, Lessee will look solely to the new Lessor for the return of
the security deposit, and the Lessor named in this Agreement shall be released
from all liability for the return of the security deposit.
b. The security deposit (less any sums used by Lessor in accordance
with the terms and conditions of this Agreement) 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 under any circumstance be applied in
lieu of be the final payment(s) of Fixed Monthly Rental charges or service
charges under this Agreement.
c. In the event that, by reason of the Lessee's default in its
obligations pursuant to this Agreement or otherwise, including but not limited
to the payment of the Fixed Monthly Rental Charge, any amounts due by reason of
the Lessee's use of additional services hereto and/or by reason of the Lessee's
use of telephone services as supplied pursuant to this Agreement, Lessor shall
be entitled to apply any of the security deposited pursuant to this Agreement to
any outstanding sums due or owing to the Lessor, and Lessor shall have the right
to charge the Lessee, as additional rent, such sums as are necessary to
replenish any and all amounts applied so as to cause the security to be returned
to its entire amount. The failure to pay such amounts as are necessary to
replenish the security shall be considered a breach of this Agreement and shall
entitle the Lessor to exercise any of its rights pursuant to this Agreement or
otherwise.
6. Delivery of Possession.
If, for any reason whatsoever, Lessor cannot deliver possession of the
Premises to Lessee at the commencement of the term, this Agreement shall not be
void nor voidable nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom; but there shall be an abatement of rent for the period
between the stated term commencement and the time when Lessor does deliver
possession of the Premises.
7. Services.
a. So long as Lessee is not in default hereunder, Lessor shall make
available certain amenities to Lessee as more particularly described in Exhibit
"A." Such services shall be offered to Lessee, in conjunction with such services
being offered by Lessor to its other lessees, without charge for the reasonable
use of the same.
b. In addition, provided Lessee is not in default hereunder and
provided the cost thereof does not exceed the Security Deposit, Lessor shall
make available to Lessee certain other services the cost of which shall be
billed to the Lessee as additional rent and the payment of which shall be
subject to the same terms and conditions as those governing the payment of the
Fixed Monthly Rental Charge herein regardless of when such charges are billed to
the Lessee.
8. Telephone Services.
a. Provided Lessee is not in default of any of the terms, covenants,
conditions or provisions of this Agreement, Lessor will make available to
Lessee, a telecommunications package which will consist of some combination of
telephone equipment, numbers, lines, conference calling, voice mail, local, long
distance and international service, and directory listing. All components of the
telecommunications package including any telephone numbers used by Lessee will
remain at all times the property of Lessor and Lessee will acquire no rights in
the components beyond the term specified by Lessor.
b. Upon Lessee's written request, Lessee shall be entitled to appoint
Lessor as its exclusive agent for the sole purpose of procuring and arranging
Lessee's local "white pages" listings. Lessor shall have no involvement nor
responsibility for any "yellow pages" listings desired by Lessee.
c. Lessor shall not be liable for any interruption or error in the
performance of its services to Lessee under this Section. Lessee waives any
recourse as against the Lessor for any claimed liability arising from the
provision of telecommunication services including, but not limited to; 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 provided same are not caused by the willful acts of
the Lessor, as well an claim for business interruption and for consequential
damages.
d. Lessor shall use reasonable efforts to provide Telephone Services to
Lessee in a first-class, professional manner. Telephone service charges shall be
as per Lessor's then scheduled rates for the same, or as the same may be amended
by Lessor from time to time.
e. In the event that any toll fraud is traceable to telecommunications
services employed by Lessee, such toll fraud shall be deemed to be a material
default in the Lessee's obligations hereunder. Lessee further hereby agrees to
indemnify, hold harmless and to reimburse Lessor for all charges associated with
any such toll fraud including, but not limited to, unauthorized use of calling
cards or telephone lines.
f. It is expressly acknowledged and agreed that Lessor shall be the
sole and exclusive provider of telecommunication services to Lessee. Lessee
hereby agrees and covenants that it will not use any other telephone service or
telephone carrier to provide it service in the Premises. In the event that
Lessee uses or acquires any other telephone service at the Premises, such use
and/or installation shall constitute a material default in the Lessee's
obligations hereunder.
9. Furniture and Fixtures.
At its own cost and expense, Lessor shall furnish and install
furniture, fixtures and equipment as are in Lessor's sole opinion necessary to
provide suitable office accommodations for Lessee, upon such terms and
conditions routinely applicable to the Facility. All such furniture, fixtures
and equipment shall remain Lessor's property.
10. Insurance; Waiver of Claims.
a. Lessor has no obligation to and will not carry insurance for
Lessee's benefit. Lessor will not be liable to Lessee or to any other person for
damages on account of loss, damage or theft, to any business or personal
property of Lessee. Lessee hereby waives any claims against Lessor from any
loss, cost, liability or expense (including reasonable attorneys' fees) arising
from Lessee's use of the Premises or any common areas made available to Lessee
by Lessor or from the conduct of Lessee's business, or from any activity, work,
or thing done in the Premises or common areas by Lessee or Lessee's agents,
contractors, visitors or employees. To the extent that Lessor has any liability
for any of the forgoing pursuant to any law, ordinance or statute, Lessee shall
seek recovery for such loss(es)/or damage(s) from its own insurance company as
provided for in subparagraph (c) herein prior to making any claims against
Lessor.
b. The Lessor shall not be liable or responsible to the Lessee for any
injury or damage resulting from the acts or omissions of Lessor, its employees,
persons leasing office space or obtaining services from the Lessor, or other
persons occupying any part of the Premises or Building, or for any failure of
services provided such as water, gas or electricity, HVAC 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 Lessor, its
agents, servants, or employees or from the Lessor's failure to make repairs
which it is obligated to make hereunder. Neither Lessor or any of its agents,
employees, officers or directors shall be responsible for damages resulting from
any error, omission or defect in any work performed or provided as part of the
services rendered, whether uncompensated services or compensated services.
[ALLIANCE LOGO] 2
Business Centers BM Initials EV Initials
c. Lessee shall provide Lessor 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. The Lessor,
Alliance National, Inc, and Alliance Business Centers, Inc. shall be named as an
additional named insured on each of these policies. Lessee's failure to provide
or maintain such insurance shall not reduce or otherwise alter Lessee's
liability or responsibility to pay any judgment rendered against Lessee for such
Liability and Damages Failure to maintain such insurance and/or to name the
Lessor and its designees, as set forth above, shall constitute a material breach
of this Agreement.
d. Both parties hereby agree to defend, indemnify and hold the other
harmless from and against any and all claims, damages, injury, loss and expenses
to or of any person or property resulting from the acts or negligence of their
agents, employees, invitees and/or licensees while in the Building, Executive
Suite and/or Premises.
e. Any fire and extended risk casualty insurance that Lessee maintains
shall include a waiver of subrogation in favor of Lessor and Building Landlord,
and any fire and extended risk insurance carried on the Facility by Lessor shall
likewise contain a waiver of subrogation in favor of Lessee.
11. Waiver of Breach.
Should Lessor not insist upon the strict performance of any term or
condition of this Agreement or to exercise any right or remedy available for a
breach thereof, and no acceptance of full or partial payment during the
continuance of any such breach shall constitute a waiver of any such breach or
any such term or condition. No term or condition of this Agreement required to
be performed by Lessee and no breach thereof, shall be waived, altered or
modified, except by a written instrument executed by Lessor. No waiver of any
breach shall affect or alter any term or condition in this Agreement, and each
term or condition shall continue in full force and effect with respect to any
other then existing or subsequent breach thereof.
12. Operating Standards.
The Operating Standards attached to this Agreement as Exhibit "B" are
hereby made an integral part of this Agreement. Lessee, its employees, agents,
guests, invitees, visitors and/or any other persons caused to be present in and
around the Premises by the Lessee shall perform and abide by the rules and
regulations and any amendments or additions to said rules and regulations as
Lessor may make. In addition, Lessee, its employees and agents shall abide by
all applicable governmental rules, regulations, statutes and ordinances relating
in any way to the Premises or the Facility or Lessee's use or occupancy of the
Premises or the Facility; failing which Lessee shall be in default hereunder and
shall pay any fines or penalties imposed for such violation(s) directly to the
appropriate governmental authority or to Lessor, if Lessor has paid such amount
on behalf of Lessee. Such remedy shall not be exclusive. It is hereby further
explicitly agreed and understood that full compliance with the Operating
Standards as set forth constitutes a material obligation of this Agreement, and
that the failure to so comply shall constitute a violation of this Agreement
entitling the Lessor to exercise any of its remedies pursuant to this Agreement
or otherwise.
13. Employment of Lessor's Employees.
a. Lessee 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 issue an offer to employ any
person who is or has been an employee of Lessor or Lessor's agent without prior
consent from Lessor. If Lessee either hires an employee of Lessor or Lessor's
agent; or hires any person who has been an employee of Lessor or its agent
within six months prior to the time they are hired by Lessee, Lessee will, at
Lessors sole option, be liable to Lessor for liquidated damages equal to six
months wages of the employee, at the rate last paid that employee by Lessor.
b. If Lessor assists in hiring an employee for Lessee, Lessee shall pay
the Lessor a commission equal to 20% of that employee's annual salary. The
provisions hereof shall survive the expiration or sooner termination of the term
thereof.
14. Alteration.
If Lessee requires any special wiring or office alterations for
extraordinary business machines or other purposes not consistent with the
current wiring extraordinary telephone equipment or computer equipment. Such
alteration shall be done (i) only with the express written permission of the
Lessor, and if said permission is granted, then (ii) by an agent designated by
Lessor at Lessee's cost. The electrical current shall be used for ordinary
lighting purposes only, unless written permission to do otherwise shall first
have been obtained from Lessor at an agreed cost to Lessee. Lessor further
reserves the sole and exclusive right to limit the number and type of lines and
telephone equipment Lessee can install in the leased Premises. Lessee
understands that all provisions must be made my Lessee to return altered
property to its previous state upon termination of the lease.
15. Re-Entry.
Lessor and its agents shall have the right to enter the Premises at any
time for the purpose of making any repairs, alterations, inspections which it
shall deem necessary for the preservation, safety or improvements of said
Premises, without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Lessee.
16. Relocation.
a. Lessee agrees that the Lessor may, in its sole discretion, relocate
the lessee from its present Premises to a like or similar office space within
the same facility upon ten (10) days notice to the Lessee. In the event that the
Lessor requires the Lessee to relocate, the Lessor hereby agrees to bear the
reasonable cost of any such relocation, which cost shall be limited to the cost
associated with the physical transfer of the Lessee's property to any different
office, which the Lessor may designate.
b. In the event that any such relocation is effected, the Lessee hereby
acknowledges that, unless otherwise agreed in writing, that all of the terms and
conditions of this Agreement shall remain in full force and effect.
17. Assignment and Subletting.
No assignment or subletting of the Premises, this Agreement or any part
thereof shall be made by Lessee without Lessor's prior written consent, which
consent may be withheld for any or no reason in Lessor's sole discretion.
Neither all nor any part of Lessee's interest in the Premises or this Agreement
shall be encumbered, assigned or transferred, in whole or in part, either by act
of the Lessee or by operation of law.
18. Surrender.
a. On expiration of the term, any extended term, or sooner termination
of this Agreement , Lessee shall promptly surrender and deliver the Premises to
Lessor, without demand, and in as good condition as when let, ordinary wear and
tear excepted.
b. Upon Lessee serving a notice of cancellation as provided in 3b
herein Lessor shall have the right to show Lessee's Premises during the 60 day
period (for one or two offices) or 90 day period (for three or more offices) as
the case may be.
c. Without prior written approval of Lessor, Lessee shall not remove
any of its property from the Premises upon termination of this Agreement or at
any other time, except during Lessor's normal business hours. In the event
Lessor consents to Lessee's removing property before or after normal business
hours, any expenses incurred by Lessor as a result, including but not limited to
expenses for personnel, security, elevator, utilities and the like shall be paid
by Lessee in advance, to the extent determinable by Lessor, by certified and/or
bank check.
[ALLIANCE LOGO] 3
Business Centers BM Initials EV Initials
d. If Lessee vacates the Premises and leaves behind any property,
whatsoever, same will be deemed abandoned by Lessee and may be disposed of by
Lessor at Lessee's expense. If Lessee defaults in the payment of sums due to
Lessor, and Lessor changes the locks, removes Lessee's property, or otherwise
denies access to Lessee, Lessor shall not be liable for conversion or partial,
actual and/or constructive eviction.
19. Holding Over.
a. In the event that Lessee, should not renew this Agreement in
accordance with the terms and conditions hereof, and/or fail to surrender the
Premises upon the expiration of the term of the Agreement as provided herein,
Lessee agrees to pay Lessor, as liquidated damages, a sum equal to twice the
monthly rent and all additional charges for services provided by Lessor to
Lessee, for each month that Lessee retains possession of the Premises or any
part thereof; provided, however, that the acceptance of such sums, representing
liquidated damages shall not be deemed to be permission to Lessee to continue in
possession of the Premises.
20. Default and Remedies.
a. If the Lessee shall default in fulfilling any of its terms,
conditions, covenants or provisions of this Agreement, including but not limited
to:
1. Payment of fixed Monthly Rental Charges and/or any other charges
hereunder within ten days of the date such charges become due;
2. Becomes comes 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;
3. Defaults in fulfilling any of the terms, conditions, covenants or
provisions of this Agreement including but not limited to the breach of any of
the terms and conditions set forth in the exhibits attached hereto;
4. The abandonment and/or vacatur of the Premises by the Lessee; then,
after five days notice of any such default(s), the Lessor may, at its sole
discretion, terminate this Agreement upon five days notice to the Lessee, and
upon the expiration of such notice period, the Lessee shall quit and surrender
the Premises to the Lessor. In the event that the Lessee fails to quit and
surrender the Premises, the Lessor may re-enter and take possession of the
Premises and remove all persons and property therefrom, as well as disconnect
any telephone lines installed for the benefit of Lessee, without any liability
whatsoever to Lessee. In addition, Lessor may elect concurrently or alternately
to accelerate all of Lessee's obligations hereunder including without limitation
the rental, direct expenses, Schedule B Costs, and Telephone Services costs,
and/or the re-letting of the Premises or any part thereof, for all or any part
of the remainder of said term, to a party satisfactory to Lessor, at any monthly
rental rate. Lessor, in its sole discretion, may accept notwithstanding the
foregoing, Lessor shall have no obligation, implied or otherwise, to mitigate
its damage(s) under such circumstances.
b. Should Lessor be unable to re-let the Premises, or should each
monthly re-rental be less than the rental, Lessee is obligated to pay under this
Agreement or any renewal thereof, at Lessor's option Lessee shall pay the amount
of such deficiency, plus the expenses of reletting, immediately in one lump sum
(if allowable under law) to Lessor upon demand and/or as such obligations
accrue.
c. If Lessee shall default in the observance or performance of any term
or covenant on Lessee's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, then, unless
otherwise provided elsewhere in this lease, Lessor may immediately or at any
time thereafter and with notice perform the obligation of Lessee thereunder, and
if Lessor, in connection therewith or in connection with any default by Lessee
in the covenant to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to attorney's
fees, in instituting, prosecuting or defending any actions or proceeding, such
sums so paid or obligations incurred with interest and costs shall be deemed to
be additional rent hereunder and shall be paid by Lessee to Lessor rendition of
any bill or statement to Lessee therefor, and if Lessee's lease term shall have
expired at the time of making of such expenditures or incurring of such
obligations, such sums shall be recoverable by Lessor as damages.
21. Mail & Telephone Forwarding.
a. After termination or expiration of the term of this Agreement,
Lessee hereby agrees that it will take all reasonable steps to notify all
parties of Lessee's new address and phone numbers. Lessor shall have no
obligation, to notify any person or entity of Lessee's new address and/or phone
numbers, except as expressly provided herein.
b. Lessor will, unless otherwise instructed by Lessee in writing,
forward mail to Lessee at its new address and give out new telephone number via
a voice mail message for a period of three (3) months at the rate of $150.00 per
month, which sums shall be deducted from any amounts deposited with the Lessor
as security hereunder and paid to the Lessor in advance. In the event that there
is not sufficient security remaining on deposit to pay for the charges set forth
herein, unless the Lessee shall pay the charges set forth herein to the Lessor
in advance, Lessor shall have no obligation to provide the services set forth
herein.
22. Notices.
Any notice under this Agreement shall be in writing and shall be either
delivered by hand or by first class mail to the party at the address set forth
below. Lessor hereby designates its address as:
ALLIANCE Business Centers
12030 Sunrise Valley Drive
Suite 300
Reston, Virginia 20191
Attn: Sales Management
with a copy by regular first class mail to:
ALLIANCE National, Inc.
122 East 42nd Street, Suite 2707
New York, NY 10168
Attn: Legal Department
Lessee hereby designates its address (which address must be an address within
the United States), as
Mr. Bruce MacInnis
300 Matheson Blvd West
Suite 103
Mississauga, Ontario L5R 3L7
Phone; 905-507-4220
Fax: 905-507-4230
If such mail is properly addressed and mailed, as above, it shall be deemed
notice for all purposes, given when sent or delivered, even if returned as
undelivered.
23. Landlord's Election Under This Agreement.
Upon early termination of the main Building lease, this Agreement shall
terminate unless the Building Landlord under the main lease elects to have this
Agreement assigned to the Building Landlord or another entity as provided in the
main lease. Upon notice to Lessor of the termination of the main lease and such
election, (i) the Agreement shall be deemed to have been assigned by Lessor to
the Building Landlord or to such other entity as is designated in such notice by
the Building Landlord, (ii) the Building Landlord shall be deemed to be the
Lessor under this Agreement and shall assume all rights and responsibilities of
Lessor under this Agreement, and (iii) Lessee shall be deemed to have attorned
to the Building Landlord as Lessor under this Agreement.
[ALLIANCE LOGO] 4
Business Centers BM Initials EV Initials
24. Time of Essence.
Time is of the essence as to the performance by Lessee of all
covenants, terms and provisions of this Agreement.
25. Severability.
The invalidity of any one or more of the sections, subsections,
sentences, clauses or words contained in this Agreement or the application
thereof to any particular set of circumstances, shall not affect the validity of
the remaining portions of this Agreement or of their valid application to any
other set of circumstances. All of said sections, subsections, sentences,
clauses and words are inserted conditionally on being valid in law; and in the
event that one or more of the sections, subsections, sentences, clauses or words
contained herein shall be deemed invalid, this Agreement shall be construed as
if such invalid sections, subsections, sentences, clauses or words had not been
inserted. In the event that any part of this Agreement shall be held to be
unenforceable or invalid, the remaining parts of this Agreement shall
nevertheless continue to be valid and enforceable as though the invalid portions
had not been a part hereof. In addition, the parties acknowledge (i) that this
Agreement has been fully negotiated by and between the parties in good faith and
is the result of the joint efforts of both parties, (ii) that both parties have
been provided with the opportunity to consult with legal counsel regarding its
terms, conditions and provisions and (iii) that regardless of whether or not
either party has elected to consult with legal counsel, it is the intent of the
parties that in no event shall the terms, conditions or provisions of this
Agreement be construed against either party as the drafter of this Agreement.
26. Execution by Lessee.
The party or parties executing this Agreement on behalf of the Lessee
warrant(s) and represent(s): (i) that such executing party (or parties) has (or
have) complete and full authority to execute this Agreement on behalf of Lessee;
(ii) that Lessee shall fully perform its obligations hereunder.
27. Assumption Agreements and Covenants.
This Agreement is subject and subordinate to the main Building lease
governing the Facility, under which Lessor is bound as tenant; and the
provisions of the main lease, other than as to the payment of rent or other
monies, are incorporated into this Agreement as if completely herein rewritten.
Lessee shall comply with and be bound by all provisions of the main lease except
that the payment of rent shall be governed by the provisions of this Agreement,
and Lessee shall indemnify and hold Lessor harmless from and against any claim
or liability under the main lease of Lessor arising from Lessee's breach of the
Main Lease or this Agreement. Lessor covenants and warrants that the use of the
Premises as a business office is consistent with and does not violate the terms
of the main lease.
28. Covenant and Conditions.
Each term, provision and obligation of this Agreement to be performed
by Lessee shall be construed as both a covenant and condition.
29. Entire Agreement.
This Agreement embodies the entire understandings between the parties
relative to its subject matter, and shall not be modified, changed or altered in
any respect except in writing signed by all parties.
30. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as
of the date first above written.
ALLIANCE Business Centers
ALLIANCE RESTON, L.P.
By: /s/ Elizabeth Vrooman
-----------------------------------
Elizabeth Vrooman - General Manager
Date: 12/18/98
---------------------------------
LESSEE: Certicom
(if a corporation)
By: /s/ Bruce MacInnis
-----------------------------------
Name Printed: Bruce MacInnis
------------------------
Title: VP/CFO
--------------------------------
[Corporate Seal]
Date: 12/18/98
-------------------------------
LESSEE:
(if an individual or partnership)
By:
----------------------------------
By:
----------------------------------
EXHIBIT "A"
o Furnished Private Office
o Furnished, Decorated Reception Room with Professional Receptionist
o Personalized Telephone Answering During Office Hours
o 24 hour Voicemail
o 12 hours of Conference Room or private furnished offices, subject to prior
scheduling and use by other lessees
o Corporate Identity on Lobby Directory where Available
o Complete Mail Room Facility
o Receipt of Mail and Packages
o Complete Kitchen Facilities with Coffee Machine
o Utilities and Maintenance
o HVAC During Normal Business Hours
o Janitorial Services
o 8 hours per month courtesy use of other ALLIANCE BUSINESS Centers
affiliated facilities. Locations subject to current affiliation and
availabilty.
o 24 hour access to Suite 307 and to Building 12030
[ALLIANCE LOGO] 5
Business Centers BM Initials EV Initials
EXHIBIT "B" OPERATING STANDARDS
1. Lessees and their guests will conduct themselves in a businesslike manner;
proper attire will be worn at all times; and the noise level will be kept
to a level so as not to interfere with or annoy other Lessees.
2. Lessee shall not provide or offer to provide any services to Lessor's
customers if such services are available from Lessor.
3. Lessee will not affix anything to the walls of the Premises without the
prior written consent of the Lessor.
4. Lessee will not prop open any corridor doors, exit doors or doors
connecting corridors during or after business hours.
5. Lessees using public areas may only do so with the consent of the Lessor,
and those areas must be kept neat and attractive at all times.
6. Lessee 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 office suite
environment.
7. Lessee may not conduct business in the corridors or any other areas except
in its designated offices or conference rooms without the written consent
of Lessor.
8. All corridors, halls, elevators and stairways shall not be obstructed by
Lessee or used for any purpose other than normal egress and ingress.
9. No advertisement, identifying signs or other notices shall be inscribed,
painted or affixed on any part of the corridors, doors, or public areas.
10. Without Lessor's specific prior written permission, Lessee is not permitted
to place "mass market", direct mail or advertising (i.e. newspaper,
classified advertisements, yellow pages, billboards) using Lessor's
assigned telephone number or take any such action that would generate a
excessive of incoming calls.
11. Lessee shall not solicit clients of Lessor or and their employees in the
Building without first obtaining Lessor's prior written approval.
12. Immediately following Lessee's use of conference room space and/or
audio/visual equipment, Lessee shall clean up and return the space and
equipment to the state and condition it was in prior to Lessee's use. If
not, Lessor may charge Lessee for any other expenses required to restore
the conference space and/or equipment to its original condition.
13. Lessor must be notified in writing if Lessee desires to utilize the
conference room or other common areas of the Executive Suite during evening
or weekend hours. Lessor may deny the Lessee access if the desired usage is
inappropriate and may disrupt normal operations.
14. Lessee shall not, without Lessor's written consent, store or operate any
computer (except a desktop/laptop computer or fax machine) or any other
large business machines, reproduction equipment, heating equipment, stove,
speaker phones, radios, stereo equipment or other mechanical amplification
equipment, refrigerator or coffee equipment, or conduct a mechanical
business, do any cooking, or use or allow to be used on the Premises 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 into said Premises or Facility. No offensive gases, odors on
liquids shall be permitted.
15. Lessee will bring no animals into the Premises or Facility except for those
assisting disabled individuals.
16. Lessee shall not remove furniture fixtures or decorative material from
offices or common areas without the written consent of Lessor.
17. Lessee shall not make any additional copies of any Lessor issued keys. All
keys and security cards are the property of Lessor 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.
18. Lessee shall not smoke nor allow smoking in any area of the Facility,
including the Premises, and shall comply with all governmental regulations
and ordinances concerning smoking.
19. Lessee shall not allow more than three visitors in the reception lobby of
the Premises at any one time.
20. Lessee's parking rights (if any) are defined by Lessor's Agreement with the
owner of the Building. Landlord reserves the right to modify parking
arrangements if required to do so by Building management.
21. Lessee shall cooperate and be courteous with all other occupants of the
Facility and Lessor's staff and personnel.
22. Lessor reserves the right to make such other reasonable rules and
regulations as in its judgment may from time to time be needed for the
safety, care, appropriate operation and cleanliness of the Facility.
[ALLIANCE LOGO]
Business Centers BM
Tenant: Certicom
Landlord: ALLIANCE Reston
Term: 6 months
Move in date January 1, 1999
Move out date: June 30, 1999
Office/Suite No.(s): 307
- --------------------------------------------------------------------------------------------------
Terms Quantity Amount Total
==================================================================================================
Fixed Monthly Fees:
Conference Room Usage Allowance: 12 hours per month Included
Fixed Monthly Office Rental: Suite 307 $ $3300
$ $
Fixed Monthly Furniture Rental: 3 sets $50 Included
Additional Furniture pieces varies $
Fixed Monthly Phone Charge: per set $95 3 $95 $285
$40 per data/fax/modem 1 $40 $40
$125/month/T1 access 2 $125 $250
Fixed Monthly Add'l People Charge: $100
Fixed Monthly Parking: $25 per month/ per person $25 $50
Other Fixed Monthly Charges: Business Support Services offices $100/office $200
===================================================================================================
TOTAL FIXED MONTHLY CHARGES $4125.00
- ---------------------------------------------------------------------------------------------------
Payment Due at Signing:
Pro Rated Rent Pro-Rated Suite $
1st Months Rent Suites $
1st Months Furniture Set $75 Included
1st Months Parking $25 per month/per person $ $
1st Months Telephone Charges: $95 per set with speakerphone $95 $
1st Months $40 per data/fax/modem $40 $
Data/Modem/Fax Charges: $125 T1 access/month $125 $
Line Installation Charges) $150 per T1 line 2 $150 $300
$50 per line transferred
from 318 3 $50 $150
1st Months Add'l Person $100 $
Start-up Fee $100 per office $100 $
Refundable Service Deposit One months fixed costs $1070 on file $ $3055
Other Fixed Monthly Charges: $
===================================================================================================
TOTAL 1st MONTH'S RENT CHARGES & DEPOSIT $3505.00
- ---------------------------------------------------------------------------------------------------
<FN>
State Tax will be calculated for the following services as provided: Production, Furniture, Copies,
Catering, Additional Furniture, Equipment Rental, Incoming Facsimile, Line Charges, Moves, Adds &
Changes, Office Supplies and Telephone Equipment Rental.
</FN>
[ALLIANCE LOGO]
Business Centers BM EV
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/American Express $10.00 each time
3) Fax or send duplicate statement or records (plus postage and
faxing costs) $5.00 each copy
4) Research, collection calls or processing (plus postage, faxing
and telephone incurred charges) Actual time billed as Clerical service $24.00 Actual time-Clerical Rate
B. ADMINISTRATIVE
1) Credit authorization and set up fee
o New Full-Time Tenants $150.00 Per Office
o Flextime $100.00 Per Contract
2) Moving a Tenant from one suite to another, keys, and cards $50.00 per person
3) Additional employee initial set up $100.00 One-time charge
Recurring Monthly Charge - Extra People Fee $100.00 Monthly
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 Storage: boxes, other items (if available) $40.00 Month/closest
D. CLERICAL SERVICE
1) Standard Clerical Rate $24.00 Per Hour
Clerical Service billed in 6 minute increments
(i.e. .10 = 6 minutes) Normal Turnaround time = 24 hours .10 hr. minimum
Clerical Services Available
o Bank Deposits o Ordering Office Supplies
o Bill Paying o Photocopying for Tenants or
o Check Reconciliation Visitors
o Computer Maintenance o Outgoing Calls for Tenants
o Arrange Conference Calls and Meetings o Payroll
o Extensive Fax Transmission o Preparation of Expense
o Travel Arrangements Reports
o Filing o Project Coordination
o Invoicing (Bookkeeping) o Proofreading/editing
o Light Accounting o Research
o Hand written messages o Typing Forms
o Message taking for visitors o Recording messages
o Read messages over phone
2) Rush Turnaround Time = 1-8 hours or Overtime Hours $48.00 Per hour
Clerical services will be billed at 200% of .10 hr minimum
the normal Clerical rate if performed before or after
scheduled working hours, or requested as a
rush job or if overtime must be worked
3) Notary $2.00 Per seal
.10 hr minimum
4) Patching a call through to a seven-digit number not $2.40 Per call + call
set up with a patch service
E. CONCIERGE SERVICES
1) Arrangement for Business Supplies, Catering, Meal $24.00 Per hour
order taking, etc. .10 hr minimum
All Service pricing is subject to Change with 30 days advance written notice to
clients on contract.
Revised: 09/24/98 Initials BM
Initials EV
Exhibit C- Continued
F. CONFERENCE ROOMS
1) Rental
o Full-Time Tenants Included up to 12 Hours
o Hourly $25.00 Per Hour
o Daily (1 to 12 people) $150.00 Per Day
2) Seminar Room (allowance at twice the time): Seminar rooms not
available at all facilties.
o Full-Time Tenants Included Accumulated with
Conference Room rent
o Hourly $50.00 Per Hour
o Daily (up to 40 people) $300.00 Per Day
3) Cancellation, if not within 24 hours for conference room. Billable at 50%
of time reserve
4) Set-up/clean-up after Tenant in conference room $24.00 Per hour
.10 hr minimum
G. DIRECTORY LISTING - BUILDING LOBBY
1) Full-time Included
2) Flex time and Additional Listings-one time charge Center Specific Per line
H. FURNITURE
1) Moves/adds/changes including administrative coordination and
moving of furniture places $25.00 Per piece
2) Standard Furniture Set Included Month/set
3) Additional Furniture Rental - Various Pieces Varies based on
Piece Requested
I. KITCHEN FACILITIES
(Coffee, tea, etc)
1) Tenants/Clients per cup service Center Specific
2) Pots for Conference Room - Set-up $24.00 Per hour
Actual time-Clerical rate
J. MAIL SERVICES
> Deliver parcel to Tenants office. All parcels are called to $24.00 Per hour
tenant. If not picked up by 5:00pm, we will deliver to office. .10 hr minimum
> Prepare Certified, Express, or Courier
> Check mailbox/review mail by phone
> Prepare packages, such as label/wrap
> Trace Shipments (Fed Ex, UPS, etc.)
> Mass mailings (folding, stuffing, posting, etc.)
K. OFFICE SUPPLIES
1) Minimum supplies are available on site through ALLIANCE or may Cost + 20%
be ordered (See a clerical assistant for requests)
2) Weekly orders may be placed directly for tenant $24.00 Per hour
.10 hr minimum
L. PARKING
1) Surface Center Specific
2) Covered Parking Garage Center Specific
All Service pricing is subject to change with 30 days advance written notice to
clients on contract.
Revised: 09/24/98 Initials BM
Initials EV
Exhibit C - Continued
M. POSTAGE FEES
(Landlord shall serve as postal agent to all tenants and clients.)
1) U.S. Mail/UPS Cost + 20%
o Posting of mail - 25 pieces Complimentary Per day
o Posting of mail - Additional (after 25 pieces) $2.40 Per 25 pieces +
(cost + 20%)
2) Courier Service Cost + 20%
3) Federal Express Standard Rate
N. PRODUCTION & COPYING
(a medium volume copy machine is avallable for Tenants)
1) Binding, copying & transparencies (clerical time only) $24.00 Per hour
2) Photocopies
o up to 200 $0.15 Each
o 200-750 $0.13 Each
o 750+ $0.10 Each
3) Binding (includes spine, cover & backing) $3.50 Each
0. TELECOMMUNICATIONS
1) Standard Phone Equipment $95.00 Per Set, Per Month
(Installation fee and set up not included)
o Phone with built in Speaker phone,
o DID Phone Number with 2 roll over lines
o 1 line Directory Listing
o Other basic features of telephone system.
2) Phone/ Fax or Data Line installation $150.00 Per line/per set
3) Fax or Data Line (Additional recurring charge each month plus a $40.00 Per line, Per Month
per minute charge where applicable)
4) Voice mail; adding another personal box $10.00 Per box, Per month
$25.00 Per box, installation
5) Programming voice mail to pager $25.00 Programming fee,
per pager
6) Paging (not intercom services)
o Voice Mail Paging $10.00 Per pager
Per Month + call transfer fee
o Paging on Demand to a pager $2.40 Per pager
7) Call Patching set up fee- if available $25.00 Per number
(one time charge)
o Up to 40 Patches $25.00
Per Month + call transfer fee
o Additional Patches (after 40) $0.50
Per Patch and call transfer fee
o On Demand $2.40 Per Patch
8) Reconnect fee (after termination of service) $150.00 Per Phone or Data Line
9) T-1 Access (Not available at all locations) $100.00 Per user/month
LAN Connectivity $25.00 Per user/month
Security for T-1 Access $90.00 Per user
Installation and set up $150.00 + $75/hr Per user-one time
Note: All charges are not listed for this service.
Additional services also available.
Q. TELECOPY/FAX - PLAIN PAPER FAX AVAILABLE
(clerical charges may be incurred for faxes sent after normal
business hours)
1) Outgoing $2.00 Per Page + Call
2) Incoming $1.00 Per Page
All Service pricing is subject to change with 30 days advance written notice to
clients on contract.
Revised: 09/24/98 Initials BM
Initials EV
Exhibit C - Continued
R. WORD PROCESSING / GRAPHICS*
1) Standard Word Processing Rate From $30.00 Per Hour
Standard Desk top Publishing/Graphics Rate From $40.00 .1 hr minimum
Word Processing and Desktop Publishing Services billed in
6 minute increments. Normal turnaround = 24 hours
2) Word Processing - Rush Tumaround Time = 1-8 hours From $45.00 Per Hour
Desktop Publishing - Rush Turnaround Time = 1-8 hours From $60.00 .1 hr minimum
The Word Processing and Desktop Publishing services
below will be billed at 150% of the normal Word
Processing rate if requested as a rush.
3) Overtime charges for Word Processing From $60.00 Per Hour
Overtime charges for Desktop Publishing/Graphics From $80.00 .1 hr minimum
The Word Processing and Desktop Publishing services below
will be billed at 200% of the normal rate if performed
before or after scheduled working hours, or if
overtime required or requested.
Word Processing/Graphics Services Available
> Ads > Logo design/Business Cards/Stationery
> Multi-media Presentations > Photo manipulation
> Charts & Graphs > Proposals
> Color Laser Printing & B&W > Scanning [either text or photos]
> Database Development > Straight keyboarding without any additional attributes
> Database Entry/Mailmerge List Entry > Tables/Forms
> Excel Spreadsheets/Statistical typing > Tape Transcription
> Flyers & Brochures > Web Page design
Industry Production Standards-
*Landlord shall bill 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 the Tenant to know
how much a project will cost regardless of how long it takes to
complete it.
4) Resumes:
Typing Only - Does not include edits or additional print outs
o 1st Page $40.00 1st Page Only
o Each Additional Page $20.00 Per Page
o Cover Letter $10.00 Per Page
Resume Writing Consultation Services $45.00 Per Hour
5) Technical Support $75.00 Per Hour
S. FLEX TIME PROGRAM
1) Telephone Answering Only(8:3Oam thru 5:30 pm; Mon. -Fri) $100.00 Per Month
2) Mail Service Only $75.00 Per Month
3) Flex Program - Basic - No Conference Room $150.00 Per Month
4) Flex Program - Plus - 6 Hrs. Conf. Room $195.00 Per Month
5) Flex Program - Premier - 12 Hrs. Conf. Room $250.00 Per Month
6) Flex Program - Executive - 20 Hrs. Conf. Room $375.00 Per Month
- -----------------------------
All Service pricing is subject to change with 30 days advance written notice to
clients on contract.
Revised: 09/24/98 Initials BM
Initials EV
[ALLIANCE LOGO]
Business Centers LEASE AND SERVICE AGREEMENT
REBATE RIDER
RE: Lease and Service Agreement between ALLIANCE Reston, L.P. and
Certicom ("Agreement")
DATE: December 4, 1998
CENTER: ALLIANCE Reston
WHEREAS The agreement in Paragraph "4a" provides that the lessor shall pay, as
rent for the premises, a total rent of $21,600 payable in 6 equal monthly
installments of $3600, and
WHEREAS the parties agree and understand that the said sum reflects the market
rent for the Premises, and
WHEREAS the parties have agreed, that in consideration of entering into the
Agreement, that the Lessor shall accept instead and in place of the rent
described in paragraph "4a" the total sum of $19,800 payable in 6 monthly
installments of $3300 which reflects a monthly abatement in the amount of $300,
for a total abatement in the amount of $1800 for the term.
It is hereby agreed as follows:
1. Paragraph "4a" is hereby modified so that, upon expiration of the term of
the Agreement and upon the first lease renewal thereof, whether by
operation of the Agreement or otherwise, the Lessee agrees to pay and shall
pay rent as set forth in Paragraph "4a" of the Agreement.
2. Upon further expiration of any such renewal term, Lessee hereby agrees and
understands that Paragraph "3b" of the Agreement shall apply to any such
renewals.
All other terms and conditions of the Agreement shall remain in full force and
effect.
ACCEPTED BY LESSOR: ACCEPTED BY LESSEE:
By: /s/ Elizabeth Vroomen By: /s/ B. MacInnis
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Date: 12/18/98 Title: VP/CFO
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Date: 12/8/98
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RESTON, VA
12030 SUNRISE VALLEY DRIVE o SUITE 300 o RESTON, VA 20191 o PHONE: 703.476.2200
[FLOOR PLAN OMITTED]
notes
[ALLIANCE LOGO]
Business Center