Exhibit 10.04
[Crown Plaza Executive Office Suites Logo]
AGREEMENT BETWEEN:
CROWN PLAZA EXECUTIVE SUITES CORPORATION
AND
ESSENTIAL INNOVATIONS TECHNOLOGY CORPORATION
VIRTUAL OFFICE
and
TELECOMMUNICATION SERVICES
at 114 W. Magnolia, Suite 400-142
Bellingham, WA 98225
THIS AGREEMENT is entered into this 26th of NOVEMBER, 2002 by and between CROWN
PLAZA EXECUTIVE SUITES CORPORATION (CPES) and ESSENTIAL INNOVATIONS TECHNOLOGY
CORPORATION (Contractor), with reference to the following facts:
A. Contractor DOES NOT occupy a Suite in the Crown Plaza Executive
Suites but wishes to receive specific Virtual Office services and
Telecommunication Services.
B. CPES offers to Contractor various facility, administrative,
secretarial, and support services called a Virtual Office which is described
herein as items a) to i) and Telecommunication Services which are described and
priced in Exhibit B.
C. Contractor desires to receive the Virtual Office and various
Telecommunication Services offered by CPES, and agrees to pay CPES for same, at
the rates therefore prevailing from time to time and as described herein.
NOW, THEREFORE, the parties agree with one another, as follows:
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NOW, THEREFORE, the parties agree with one another, as follows:
1. DESCRIPTION
Commencing on DECEMBER 1, 2002 Crown Plaza shall provide the following Support
Services to Contractor.
1.1 Virtual Office consisting of the following items:
a) Telephone answering service from 8:00 AM - 5:00 PM, Monday
through Friday (except holidays). We will answer your calls
with any custom answering/greeting phrase you request, then
handle your calls per your instructions. We will support the
use of Voice Mail for your clients' messages. When requested
we will take messages.
b) Mail reception for Contractor pickup; forwarding at cost.
c) Contractors name on building directory in Main Lobby, $20.00
each name.
d) Access to support services as described in Exhibit A
e) Conference room use with prior reservation 8:00 AM to 4:30 PM,
Monday through Friday (excluding holidays) to a maximum of 6
hours per month, after 6 hours per month conference rooms
charged at $15.00 per hour or at rates published periodically
by CPES. After 6 hours per month Crown Plaza Executive Suites
reserves the right to regulate/restrict total ours of
conference room use.
f) Free coffee or tea when using conference rooms.
g) Reception of Contractors guests and announcing of same to
Contractor.
h) Guest Parking, parking for guests of Contractor adjacent to
Crown Plaza Building in designated area to restrictions as
posted in parking area on Crown Plaza Building wall.
1.2 Telecommunication Services as described in Exhibit B and as
separately priced according to that Exhibit B.
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2. PAYMENT. Contractor shall pay CPES for the Virtual Office identified above in
items a) to f) and Telecommunication Services as described in Exhibit B in
lawful money of the United States, on or before the FIRST (1ST) day of each
month. Crown Plaza acknowledges receipt of $300.00; $150.00 as security deposit,
and $150.00 as prepaid rent for the month of DECEMBER, 2002.
3. TERMINATION. Termination will occur should CPEOS not receive monthly payment
by 5th of the month. Either party may terminate this Agreement, in whole or in
part, without penalty, on Sixty (60) days written notice to the other. Notice
shall be received by the first of the month and termination will always occur on
the last day of the calendar month.
4. HIRING OF CPEOS SUPPORT SERVICES STAFF. Contractor understands that CPES has
incurred substantial time and expenses to obtain personnel for its support
services staff. Contractor agrees not to offer to hire or employ any of the
employees of CPES support services staff. In the event that Contractor should
hire or attempt to hire any of the employees of CPES support services staff,
Contractor agrees that such offer of employment or hiring of any such employee
will constitute a material breach of this Agreement and that such breach shall
constitute grounds for the immediate termination of this Agreement. Employees of
CPES support services staff includes all employees of the support services staff
during the period of their employment with CPES and for a period of sixty (60)
days thereafter.
5. GUEST PARKING. Contractor acknowledges that guest parking places adjacent to
Crown Plaza Building (Northeast side) are for the use of Contractors guests and
are not for the Contractors personal use.
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IN WITNESS WHEREOF, the parties have signed this Agreement the date and year
first written above.
EXHIBIT A
CROWN PLAZA EXECUTIVE SUITES
SUPPORT SERVICES
WORD PROCESSING $25.00 per hour (15 minute min.)
CLERICAL TASKS $15.00 per hour
Filing
Copying
Appointment Tracking
Client Telephoning
Running Errands, etc.
Mail Forwarding
FAX
Transmission $2.00 first page $1.00 all others
Receipt $1.00 per page
NOTARY PUBLIC $3.00 per document
POSTAGE POSTAGE RATE plus 25%
COPIES $10 per copy
LASER COPIES
Plain White Paper $15 per page
Bond Paper $20 per page
Your Stationery $10 per page
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EXHIBIT B
TO
BUSINESS IDENTITY AGREEMENT
TELEPHONE SERVICE AGREEMENT
SERVICES
CPES agrees to lease Lessee a telephone instrument(s), and to provide telephone
line(s), voice mail, and long-distance service for its use at rates published in
this Exhibit A of the Business Identity Agreement. Lessee agrees that CPES of
Bellingham, Washington will be the sole supplier of telecommunication service to
clients at its location at Suite #400, 114 W. Magnolia St., Bellingham,
Washington unless agreed to in writing by Lessor.
WARRANTY
Should any of Lessee's telephone instruments become defective in the normal
course of business. CPES shall, upon notification by Lessee and at the earliest
opportunity, replace or repair the instrument at no charge to Lessee. Lessee
agrees to exercise reasonable care of rented telephone instrument. Should the
telephone instrument fail due to abuse and/or misuse, Lessee will be charged for
repair or replacement. Should Lessee develop any problems with his telephone
lines, he shall immediately notify CPES of the same, after which CPES shall take
immediate action to correct the problem. Lessee agrees that telephone instrument
or line failure shall not relieve Lessee of his obligation sunder this
agreement, provided CPES takes reasonable steps to correct the same. Lessee
shall purchase his long-distance service through CPES.
DISCONNECT
Lessee agrees that it will pay $48 to have telephone service including voice
line(s), telephone set, Voice Mail, and fax modem line(s), disconnected at end
of tenancy. This is a one-time fee per tenant and includes all service
regardless of number of suites the tenant has been occupying.
PAYMENT
Lessee agrees to pay CPES any and all telephone instrument rental charges, voice
mail charges, and telephone line charges in advance within ten (10) days of
receiving an invoice and to pay telephone long distance charges within ten
business days of being billed by CPES for the same. Should Lessee fail to do so,
CPES shall be entitled, without notice or liability to Lessee, to terminate the
Lessee's telephone service and CPES shall not be required to reconnect the same
until Lessee's account has been brought current and Lessee pays CPES a
reconnection fee of $50.00 per line. In addition, at CPES sole option, such
failure to pay may be deemed to be an event of default of this agreement and/or
default of the Business Identity Agreement.
If Lessee is converting to CPES Telecommunication Service from US West, it
agrees to pay US West Communications for any amounts owing to US West
Communications and their previous long distance carrier for all telephone line
charges and long distance charges incurred up to the exact date that US West
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Communications supersedes the Lessee's telephone numbers to CPES of Bellingham.
A final bill for these services will be issued by US West Communications and the
previous long distance carrier and must be paid in full to the respective
carrier. Lessee understands that its existing telephone numbers must be
superseded (temporarily given) to CPES and become the property of CPES. CPES
agrees that Lessee may take this superseded telephone number(s), upon request,
at termination of tenancy. CPES will not charge any fees for release of
previously superseded telephone number(s). Lessee acknowledges that CPES will
release the number to the Lessee when their account has been paid in full for
all outstanding amounts owing to CPES.
TERMS
Lessee's Telecommunication Service shall, unless this agreement is terminated
earlier due to Lessee's default, run for as long as the Business Identity
Agreement endures.
LIMITATION OF DAMAGES
Lessee understands and acknowledges that certain equipment and personnel
failures may occur from time to time and that CPES relies on the service of
utility providers and Teleport Communications Group (TCG) and MCI, over which it
has no control, who provide power and data transmission services to Lessor.
Lessor shall not be liable for any injury, damages or costs, actual, special, or
consequential which may arise or accrue should the furnishing of any of the
above services or utilities be prevented or interrupted, for any reason,
including act by local utility, fire, accident, strike, act of God, the making
of necessary repairs or improvements, governmental action or any other cause
beyond the control of the Lessor. Lessee agrees that Lessee's claim for any
damages against CPES shall be limited to a refund of Lessee's fees on a prorated
basis for the days on which Lessee's telecommunication services were not handled
in an appropriate manner as documented in writing to CPES. CPES shall not be
responsible for any pecuniary loss, actual, special, or consequential to which
Lessee is subjected as a result of failure of Telecommunication Services.
ENTIRE AGREEMENT
This Agreement (3 pages) and Addendum T (one page) to the Business Identity
Agreement expresses and contains the entire agreement of the parties hereto and
there are not express or implied representations, warranties, or arrangements
between them, except as contained in the two documents. This Agreement may not
be modified, amended, or supplemented except in writing, signed by bot Lessee
and CPES. No consent given or waiver made by CPES of any breach by Lessee of any
provisions of this Agreement shall operate or be construed in any manner as a
waiver of any subsequent breach of the same or of any other provision.
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SCHEDULE OF PRICES
As agreed in the Telephone Service Agreement and in the Lease Agreement, the
Lessor agrees to rent or purchase the following Telecommunication Services from
Crown Plaza Executive Suites as defined in this addendum. Long Distance Service
is currently 8.99 cents per minute. CPES reserves the right to increase these
long distance prices with written notice to Lessee should CPES receive price
increase changes from its long distance carrier. Copies of price change from
CPES carrier will be supplied with written notice of price increase to Lessee.
Monthly
__1__ First telephone voice line $35 $ INCLUDED
_____ Second telephone voice line $0 $__________
_____ Third and additional telephone voice lines $35 $__________
_____ Fax/modem line $41.35 $__________
_____ Telephone instrument rental.28 key display hands-free $25 $__________
17 key $18 $__________
6 key $15 $__________
__1__ Voice Mailbox, Executive $15 $ INCLUDED
President $22 $__________
CEO $25 $__________
Custom Call Routing $10 $__________
TOTAL MONTHLY $__________
Install Fees, One-Time
_____ Custom call routing install fee $__________
__1__ Voice install fee, per box $20 $ INCLUDED
__1__ Telephone install fee $48 $ 48.00____
__1__ Telephone disconnect fee at end of tenancy $48 $ 48.00____
_____ Telecommunication Services deposit $__________
TOTAL INSTALL $ 48.00____
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IN WITNESS WHEREOF, the parties have signed this Agreement the date and year
first written above.
CROWN PLAZA EXECUTIVE SUITES CORP.
114 West Magnolia, Suite 400
Bellingham, WA 98225
(360) 733-0185 ESSENTIAL
INNOVATIONS
TECHNOLOGY CORP.
By /s/ M.L. Sandiland
Its President By /s/ Ken Telford
Printed Name KEN TELFORD
Date Date November 30, 2002
Business Address
Unit 200 10125 199B Street
Langely, BC
V1M 3W9
Business Telephone 604 882-6520
Home Address
Home Telephone
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