Exhibit 10.4
STANDARD FORM COMMERCIAL LEASE
1. PARTIES Regency Plaza Associates, Providence, Rhode Island
02903, LESSOR, which expression shall include its
successors and assigns where the context so admits, does
hereby lease to LOG ON AMERICA, LESSEE, which expression
shall include their successors, executors,
administrators, and assigns where the context so admits.
The LESSEE hereby leases the following described
premises.
2. PREMISES That certain Suite #5 located on the lobby level of
Three Regency Plaza, Providence, Rhode Island,
consisting of approximately 1,218 square feet and Suite
#12 located on the lower lobby of Three Regency Plaza,
Providence, Rhode Island, consisting of approximately
733 square feet, (the "Premises"). Plans showing Xxxxx 0
xxx Xxxxx 00 are attached hereto as Exhibit I and
Exhibit II.
Together with the right to use in common, with others
entitled thereto, the hallways and stairways, necessary
for access to said Leased Premises, and lavatories
nearest thereto. Such rights shall always be subject to
reasonable rules and regulations, from time to time
established by LESSOR and to the right of LESSOR to
designate and change from time to time areas and
facilities so to be used.
3. TERM The term of this Lease shall be for three (3) years
commencing on June 1, 1996. This Lease shall terminate
on May 31, 1999. At the commencement of this Lease, the
Lease previously entered into between the LESSEE and the
LESSOR dated July 26, 1994, will be terminated.
4. RENT The LESSEE shall pay to the LESSOR rent at the rate of
Twenty One Thousand Six Hundred Dollars ($21,600.00) per
year, payable in advance monthly installments of
Eighteen Hundred Dollars ($1,800.00), for each of the
first twelve (12) months of the Lease Term; Twenty Two
Thousand Eight Hundred Dollars ($22,800.00) per year,
payable in advance monthly installments of One Thousand
Nine
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Hundred ($1,900.00) Dollars, for each of the second
twelve (12) months of the Lease Term; and Twenty Five
Thousand Two Hundred ($25,200.00) per year, payable in
advance monthly installments of Two Thousand One Hundred
($2,100.00) Dollars, for each of the last twelve (12)
months of the Lease Term.
5. LATE FEE Any payment which becomes due under this Lease and which
is not paid when due, shall be assessed a Late Fee. Such
late fee shall be the greater of twenty-five dollars
($25.00) or the amount of interest from the applicable
due date until received by the LESSOR at the lesser of
(i) four percent (4%) per annum above the prime rate
announced from time to time by Citizens Bank; or (ii)
the highest lawful rate of interest permitted at the
time in the State of Rhode Island. In addition, the
LESSEE will be liable for any expenses (legal or
otherwise) incurred by the LESSOR.
6. SECURITY DEPOSIT Upon execution of this Lease, the LESSEE shall pay to
the LESSOR the amount of One Thousand Eight Hundred
Dollars ($1,800.00), which shall be held as security for
the LESSEE's performance as herein provided. The
security deposit shall be refunded to the LESSEE at the
end of this LEASE subject to the LESSEE satisfactory
compliance with the conditions hereof.
7. UTILITIES LESSOR agrees to furnish reasonable heat, air
conditioning and power to the Premises and heat to the
hallways, stairways and lavatories and to light
passageways and stairways all subject to interruption
due to any accident, to the making of repairs,
alterations or improvements, to labor difficulties, to
trouble in obtaining fuel, electricity service or
supplies from the sources from which they are usually
obtained for said building, or to any cause beyond the
LESSOR's control.
8. USE OF PREMISES The LESSEE shall only use the Premises for the purpose
of general office use.
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9. COMPLIANCE The LESSEE acknowledges that no trade or occupations
WITH LAWS shall be conducted in the Premises or use made thereof
which will be unlawful, improper, noisy or offensive or
contrary to any law or any municipal by-law or ordinance
in force in the city or town in which the premises are
situated.
10. FIRE INSURANCE The LESSEE shall not permit any use of the Premises
which will make voidable any insurance on the property
of which the Premises are a part, or on the contents of
said property or which shall be contrary to any law or
regulation from time to time established by the New
England Fire Insurance Rating Association, or any
similar body succeeding to its powers. The LESSEE shall
on demand reimburse the LESSOR, and all other tenants,
all extra insurance premiums caused by the LESSEE's use
of the premises.
11. MAINTENANCE The LESSEE agrees to maintain the Premises in the same
OF PREMISES condition as they are in all the commencement of the
term or as they may be put in during the term of this
Lease, reasonable wear and tear, damage by fire and
other casualty only excepted.
12. ALTERATIONS- The LESSEE shall not make structural alterations or any
ADDITIONS other additions to the Premises, but may make
non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE's expense and shall be in
quality at least equal to the present construction.
LESSEE shall not permit any mechanics' liens, or similar
liens, to remain upon the Premises for labor and
material furnished to LESSEE in connection with work of
any character performed at the direction of LESSEE and
shall cause any such lien to be released of record
forthwith without cost to LESSOR. Any additions or
improvements made by LESSEE shall become the property of
the LESSOR at the termination of occupancy as provided
herein.
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13. ASSIGNMENT- The LESSEE shall not assign or sublet the whole or any
SUBLEASING part of the Leased Premises without LESSOR's prior
written consent. Notwithstanding such consent, LESSEE
shall remain liable to LESSOR for the payment of all
rent and for the full performance of the covenants
conditions of the Lease.
14. SUBORDINATION This Lease shall be subject and subordinate to any and
all mortgages, deeds of trust and other instruments in
the nature of a mortgage, now or at any time hereafter,
any lien or liens on the property of which the Premises
are a part and the LESSEE shall, when requested,
promptly execute and deliver such written instruments as
shall be necessary to show the subordination of this
lease to said mortgages, deeds of trust or other such
instruments in the nature of a mortgage. LESSEE hereby
appoints LESSOR as LESSEE's attorney-in-fact to execute
such subordination agreement upon default of LESSEE in
complying with any such request.
15. LESSOR'S ACCESS The LESSOR or agents of the LESSOR may enter the
Premises at all reasonable hours for the purpose of
inspecting or making repairs to the same or for the
purpose of showing the Premises to prospective or
existing mortgages, purchasers or tenants. Landlord
shall have the right to enter the Premises at any hour
for the purpose of making emergency repairs. To
effectuate the LESSOR's foregoing rights to access,
LESSOR shall maintain a set of keys to the Premises.
16. INDEMNIFICATION- The LESSEE shall save the LESSOR harmless from all loss,
& LIABILITY damage occasioned by the use or escape of water or by
the bursting of pipes, or by any nuisance made or
suffered on the Premises, unless such loss is caused by
the neglect of the LESSOR. See Section 22 "other
Provisions, Subsection A Common Areas".
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17. LESSEE'S The LESSEE shall maintain with respect to the Premises
LIABILITY and the property of which the Premises are a part,
INSURANCE comprehensive public liability insurance in the amount
of $1,000,000 (One Million Dollars) with property damage
insurance in limits of $500,000 (Five Hundred Thousand
Dollars) in responsible companies qualified to do
business in the State of Rhode Island and in good
standing therein insuring the LESSOR as well as the
LESSEE against injury to persons or damage to property
as provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance on or before the
commencement of the Lease Term, and thereafter, within
thirty (30) days prior to the expiration of such
policies. Such policies will stipulate that they may not
be cancelled without at least ten (10) days prior
written notice to each insured named therein.
18. FIRE CASUALTY- Should a substantial portion of the Premises, or of the
EMINENT DOMAIN property of which they are a part, be substantially
damaged by fire or other casualty, or be taken by
eminent domain, the LESSOR may elect to terminate this
Lease. When such fire, casualty or taking renders the
Premises substantially unsuitable for their intended
use, a just and proportionate abatement of rent shall be
made, and the LESSEE may elect to terminate this Lease
if:
(a) The LESSOR fails to give written notice within 30
days of its intention to restore Premise, or
(b) The LESSOR fails to restore the Premises to a
condition substantially suitable for their
intended use within one hundred-twenty (120) days
of said fire or casualty.
The LESSOR reserves and the LESSEE grants the LESSOR all
rights which the LESSEE may have for damages or injury
to the Premises or for any taking by eminent domain,
except for damage to the LESSEE'S fixtures, property or
equipment.
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19. DEFAULT AND In the event that:
BANKRUPTCY
(a) LESSEE shall default in the payment of any
installment of rent or other sum herein specified
and such default shall continue for ten (10) days;
or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE'S
covenants, agreements, or other obligations
hereunder and such default shall not be corrected
within thirty (30) days after written notice
thereof, or
(c) The LESSEE shall be declared bankrupt or insolvent
according to the law or if any assignment shall be
made of LESSEE'S property for the benefit of
creditors,
then the LESSOR shall have the right thereafter, while
such default continues, to re-enter and take complete
possession of the Premises, to declare the term of this
lease ended and remove the LESSEE'S effects without
prejudice to any remedies which might be otherwise used
for arrears of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason of such
termination during the remainder of the term. If the
LESSEE shall default, after reasonable notice thereof,
in the observance or performance of any conditions or
covenants on LESSEE'S part to be observed or performed
under or by virtue of any of the provisions in any
article of this lease, the LESSOR, without being under
any obligation to do so and without thereby waving such
default, may remedy such default for the account and at
the expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the payment
of money in connection therewith, including but not
limited to, reasonable attorney fees in instituting,
prosecuting, or defending any action or proceeding, such
sums paid or obligations insured, with interest at the
rate of eighteen (18) percent per annum and costs, shall
be paid to the LESSOR by the LESSEE as additional rent.
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20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
premises or to the occupancy thereof, shall be deemed
duly served if left at the Premises addressed to the
LESSEE or, if mailed to the Premises, registered or
certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notice from the
LESSEE to the LESSOR relating to the Premises or to the
occupancy thereof, shall be deemed duly served, if
mailed to the LESSOR at the address first set forth
above by registered or certified mail, return receipt
request, postage prepaid.
21. SURRENDER The LESSEE shall at the expiration or other termination
of this lease remove all LESSEE'S goods and effects from
the Premises. LESSEE shall deliver to the LESSOR the
Premises and all keys, locks thereto, and other fixtures
concerned therewith and all alterations and additions
made to or upon the Premises, in the same condition as
they were at the commencement of the term, or as they
were put in during the term hereof, reasonable wear and
tear and damage by fire or other casualty only excepted.
In the event of the LESSEE'S failure to remove any of
the LESSEE'S failure to remove any of the LESSEE'S
property from the premises, LESSOR is hereby authorized,
without liability to LESSEE for loss and damage thereto,
and at the sole risk of LESSEE, to remove and store any
of the property at LESSEE'S expense, or to retain same
under LESSOR'S control or to sell at public or private
sale, without notice, any or all of the property not so
removed and to apply the net proceeds of such sale to
the payment of any sum due hereunder, or to destroy such
property.
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22. OTHER PROVISIONS See Attached ("Other Provisions")
IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands
and common seals this 1st day of May, 1996.
REGENCY PLAZA ASSOCIATES:
LESSOR
/s/ Xxxxxxx Xxxxxx
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By: Xxxxxxx Xxxxxx
Its: Regional Property Manager
LOG ON AMERICA: LESSEE
/s/ [ILLEGIBLE]
----------------------------------
By: [ILLEGIBLE]
Its: President
OTHER PROVISIONS
OF THE STANDARD FORM COMMERCIAL LEASE
DATED:
A. Common Areas
LESSOR may from time to time establish reasonable rules and regulations
for and make reasonable changes in any of the common facilities. LESSOR
may designate specific parking facilities for employee parking and LESSEE
will enforce the same. THE LESSEE at no additional charge shall be
entitled to the use of four parking space at a location designated by
LESSOR to be used during regular business hours only. Visitors will be
able to park in designated areas subject to availability.
LESSOR shall not be liable for any inconvenience or interruption of
business or other consequence resulting from the making of necessary
repairs, replacements, improvements, alterations or additions or the doing
of any other work by or at the direction of the LESSOR to or upon any of
such common facilities which are for the benefit of the entire complex.
LESSOR agrees in connection with any such work to use his best efforts to
cause the LESSEE the least amount of interference with its business.
B. LESSEE'S Covenants
LESSEE covenants and agrees that during the term of the Lease:
1. it will not conduct an auction, fire, bankruptcy, going out of
business or similar sale, in the Premises without first
obtaining the written approval of the LESSOR or his
representative;
2. it will cause all freight to be delivered or removed and
garbage and refuse to be removed only from an area designated
by the LESSOR;
3. it will not burn any trash on or near the Premises or cause
any offensive odors to be emitted from the Premises. LESSEE
will store all rubbish on the inside of the Premises;
4. it shall not permit or cause to be used on the Premises any
device such as excessively bright lights--changing, flashing
or flickering, or any similar devices, the effect of which
shall be visible or audible from the exterior of the Premises;
5. it agrees not to perform any acts or carry on any practices
that may be a nuisance;
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6. it will not overload, damage or deface the Premise;
7. it will conform to all uniform reasonable rules which LESSOR
may make from time to time relative to the operation and use
of the total complex;
8. it will at all times fully and promptly comply with all
conditions, requirements, laws, ordinances, orders and
regulations of any lawful authority having jurisdiction of the
Premises, including, but not limited to, such as relate to the
cleanliness, safety, occupation and use of the said Premises
and the nature, character and manner of operation of the
business conducted in or at the Premises--including the
obtaining of any permits required for the conduct of its
business;
9. it will comply with insurance inspection and rating bureaus --
including any conditions or requirements established by the
insurance companies.
C. Waiver
Failure of either party to complain of any act of omission on the part of
the other, no matter how long the same may continue, shall not be deemed
to be a waiver by either party at any time, express or implied, of any
other provision.
D. Holding Over
If LESSEE, or anyone claiming under it, shall remain in possession of the
Premises after the expiration of the term of this lease without agreement
in writing between LESSOR AND LESSEE, such tenancy shall be a tenancy at
sufferance from month-to-month only, upon all the terms and conditions of
this Lease which are not inconsistent with such tenancy, and the rent
shall be an amount established by the LESSOR.
E. Applicable Law
This lease shall be governed by, and construed in accordance with the laws
of Rhode Island. If any provision of this lease or the application thereof
to any person or circumstances shall, to any extent, is invalid or
unenforceable, the remainder of this Lease shall be valid and enforceable
to the fullest extent permitted by law.
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F. Personal Property
In no event shall LESSOR be liable for the personal property of the
LESSEE, all of which shall be at LESSEE's sole risk.
G. Entire Agreement
This Lease sets forth the entire agreement between the parties hereto and
cannot be modified or amended except in writing duly executed by the
LESSOR and LESSEE.
H. Partial Invalidity
The invalidity of one or more phrases, sentences, clauses or articles
contained in this lease shall not affect the remaining portions of this
Lease or any part thereof, and in the event that anyone or more of the
phrases, sentences, clauses or articles contained in this Lease should be
declared invalid by the final order, decree or judgement of a court of
competent jurisdiction, this Lease shall be construed as if such invalid
phrases, sentences, clauses or Articles had not been inserted in this
Lease.
I. Signs
LESSEE will not without first obtaining LESSOR's written approval thereof
place or suffer to be placed or maintained on the exterior of the leased
property any sign, advertising matter or other thing of any kind, and will
not place or maintain any decoration, lettering or advertising matter on
the glass of any window, wall or floor of the leased property; and LESSEE
further agrees to maintain such sign, decoration, lettering, advertising
matter or other thing as may be approved in good condition and repair at
all times.
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K. Conference Facility
LESSEE shall have the right to use, based upon availability, the
conference facility in the main Regency building on a prior reserved basis
at a fee to be determined. LESSEE shall be responsible for leaving the
space in the condition they found it in.
/s/ Xxxxxxx Xxxxxx
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Lessor
/s/ Xxxxx Paolo
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Lessee
DATE: 5/1/96
