EXHIBIT 10.2
STANDARD FORM COMMERCIAL LEASE
1. PARTIES Technology Properties Associates of 000 Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx, XX 00000 LESSOR, which
expression shall include its heirs, successors, and
assigns where the context so admits, does hereby lease
to VIP Calling, Inc., 0 Xxxxxxxxxx Xxxx, Xxxxxxxxxx,
XX 00000. LESSEE, which expression shall include its
successors, executors, administrators, and assigns
where the context so admits, and the LESSEE hereby
leases the following described premises:
2. PREMISES A suite of offices comprised of approximately two
thousand five hundred (2,500) square feet of gross
rentable space on the first floor at 000 Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx, XX with office layout as shown
in Attachment 1, together with the right to use in
common, with others entitled thereto, the hallways,
stairways, and elevators, necessary for access to said
leased premises, and lavatories nearest thereto. Space
is to be taken as is subject to completion by LESSOR
of improvements described in Paragraph 22.5.
3. TERM The term of this lease shall be for two (2) years
commencing on April 1, 1997 and ending on March 31,
1999 or as extended by paragraph 22.4.
4. RENT The LESSEE shall pay to the LESSOR base rent at the
rate of:
Period Monthly Rent
------ ------------
1. April 1, 1997 - September 30, 1997 $2,500/mo.
2. October 1, 1997 - March 31,1998 $3,125/mo.
3. April 1,1998 - March 31, 1999 $3,400/mo.
Rent shall be payable in advance in monthly
installments on the first day of the month. LESSEE
shall pay a late payment penalty of 5% for rent not
paid by the 10th of the month for which rent is due.
5. SECURITY Upon the execution of this Lease, the LESSEE shall pay
DEPOSIT to the LESSOR the amount of $3,125 dollars, which
shall be held as a security for the LESSEE's
performance as herein provided and refunded to the
LESSEE within thirty days after the termination of
this Lease subject to the LESSEE's satisfactory
compliance with the conditions hereof.
6. RENT (1) LESSEE agrees that in the event the "Consumer
Price Index for Urban Wage Earners and Clerical
A. CONSUMER Workers, U.S. City Average, All Items (1967 = 100)"
PRICE (Hereinafter referred to as the "Price Index")
ESCALATION published by the Bureau of Labor Statistics of the
United States Department of Labor, or any comparable
successor or substitute index designated by the LESSOR
appropriately adjusted, reflects an increase in the
cost of living over and above the cost of living as
reflected by the Price Index for the month of March
1998 (hereinafter called the "Base Price Index"), the
Basic Rent shall be adjusted in accordance with
sub-paragraph (2) of this Article.
(2) Commencing as of the first anniversary of the Term
Commencement Date, there shall be an adjustment
(hereinafter referred to as "Adjustment") in the Basic
Rent calculated by multiplying the Basic Rent set
forth in Article 4 of the lease by a fraction, the
numerator of which shall be the Price Index for the
month of March 1998 and the denominator of which (for
each such fraction) shall be the Base Price Index;
PROVIDED, HOWEVER, no Adjustment shall reduce the
Basic Rent as previously payable in accordance with
this Article or in Article 4 of this lease.
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(3) In the event the Price Index ceases to use the
1967 average of 100 as the basis of calculation, or if
a substantial change is made in the terms or number of
items contained in the Price Index, then the Price
Index shall be adjusted to the figure that would have
been arrived at had the manner of computing the Price
Index in effect at the date of this lease not been
changed.
7. UTILITIES The LESSEE shall pay to the LESSOR on the first day of
each month an electricity charge at a rate of $1.25/sq
ft/yr or $260/month. The LESSOR agrees to provide all
other utility service and to furnish reasonable hot
and cold water and reasonable heat and air
conditioning to the leased premises, the hallways,
stairways, elevators and lavatories during normal
business hours on regular business days of the heating
and air conditioning seasons of each year, to furnish
elevator service and to light passageways and
stairways during business hours, and to furnish such
public area cleaning service as is customary in
similar buildings in said city or town, 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.
LESSOR shall have no obligation to provide utilities
or equipment other than the utilities and equipment
within the premises as of the commencement date of
this Lease. In the event LESSEE requires additional
utilities or equipment, the installation and
maintenance thereof shall be the LESSEE's sole
obligation, provided that such installation shall be
subject to the written consent of the LESSOR.
8. USE OF LEASED The LESSEE shall use the leased premises only for the
PREMISES purpose of a business office.
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation
WITH LAWS shall be conducted in the leased 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 The LESSEE shall not permit any use of the leased
INSURANCE premises which will make voidable any insurance on the
property of which the leased 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 leased premises in
good condition, damage by fire and other casualty only
A. LESSEE'S excepted, and whenever necessary, to replace plate
OBLIGATIONS glass and other glass therein, acknowledging that the
leased premises are now in good order and the glass
whole. The LESSEE shall not permit the leased premises
to be overloaded, damaged, stripped, or defaced, nor
suffer any waste. LESSEE shall obtain written consent
of LESSOR before erecting any sign on the premises.
All LEESEE signs shall be paid for by LESSEE.
The LESSOR agrees to maintain the structure of the
building of which the leased premises are a part in
the same condition as it is at the commencement of the
term or as it may be put in during the term of this
lease, reasonable wear and tear, damage by fire and
other casualty only excepted, unless such maintenance
is required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible.
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12. ALTERATIONS - The LESSEE shall not make structural alterations or
ADDITIONS additions to the leased 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 leased premises for
labor and material furnished to LESSEE or claimed to
have been 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 alterations or
improvements made by the LESSEE shall become the
property of the LESSOR at the termination of occupancy
as provided herein.
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, which consent shall not be
unreasonably withheld or delayed. Notwithstanding such
consent, LESSEE shall remain liable to LESSOR for the
payment of all rent and for the full performance of
the covenants and conditions of this 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, a lien or liens on the property of which
the leased 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.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable
ACCESS times, enter to view the leased premises and may
remove placards and signs not approved and affixed as
herein provided, and make repairs and alterations as
LESSOR should elect to do and may show the leased
premises to others, and at any time within four (4))
months before the expiration of the term, may affix to
any suitable part of the leased premises a notice for
letting or selling the leased premises or property of
which the leased premises are a part and keep the same
so affixed without hindrance or molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all
AND LIABILITY loss and damage occasioned by the use or escape of
water or by the bursting of pipes, as well as from any
claim or damage resulting from neglect in not removing
snow and ice from the roof of the building, or by any
nuisance made or suffered on the leased premises,
unless such loss is caused by the neglect of the
LESSOR. The removal of snow and ice from the sidewalks
bordering upon the leased premises shall be LESSOR'S
responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the leased
LIABILITY premises and the property of which the leased premises
INSURANCE are a part comprehensive public liability insurance in
the amount of $500,000/$1,000,000 with property damage
insurance in limits of $500,000 in responsible
companies qualified to do business in Massachusetts
and in good standing therein insuring the LESSOR as
well as LESSEE against injury to persons or damage to
property as provided. The LESSEE shall deposit with
the LESSOR certificates for such insurance at or prior
to the commencement of the term, and thereafter within
thirty (30) days prior to the expiration of any such
policies. All such insurance certificates shall
provide that such policies shall not be cancelled
without at least ten (10) days prior written notice to
each assured named therein.
18. FIRE Should a substantial portion of the leased premises,
CASUALTY - or of the property of which they are a part, be
EMINENT substantially damaged by fire or other casualty, or be
DOMAIN taken by eminent domain, the LESSOR may elect to
terminate this lease. When such fire, casualty, or
taking renders the leased premises
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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 thirty (30) days of intention to
restore leased premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially
suitable for their intended use within one
hundred twenty (120) days of said fire,
casualty or taking.
(c) The casualty occurs in the last six (6)
months of the lease term.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for
damages or injury to the leased premises for any
taking by eminent domain, except for damage to the
LESSEE's fixtures, property, or equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(a) The 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 after written notice thereof;
or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations
hereunder and such default shall not be
corrected within thirty (30) days after
written notice thereof; or
(c) LESSEE shall be declared bankrupt or
insolvent according to 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 leased 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 residue 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 waiving 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's fees in instituting, prosecuting
or defending any action or proceeding, such sums paid
or obligations insured, with interest at the rate of
12 per cent per annum and costs, shall be paid to the
LESSOR by the LESSEE as additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to
the leased premises or to the occupancy thereof, shall
be deemed duly served, if left at the leased premises
addressed to the LESSEE, or if mailed to the leased
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 leased premises or to the occupancy thereof, shall
be deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSOR at
such address as the LESSOR may from time to time
advise in writing. All rent notices shall be paid and
sent to the LESSOR at 000 Xxxxxxxxx Xxxxxxxx,
Xxxxxxxxxx, XX 00000.
21. SURRENDER The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's goods
and effects from the leased premises, (including,
without hereby limiting the generality of the
foregoing, all signs and lettering affixed or painted
by the LESSEE, either inside or outside the leased
premises). LESSEE shall deliver to the LESSOR the
leased premises and all keys, locks thereto, and other
fixtures connected therewith and all alterations and
additions made to or upon the leased premises, in
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good condition, damage by fire or other casualty only
excepted. In the event of the LESSEE's failure to
remove any of LESSEE's property from the premises,
LESSOR is hereby authorized, without liability to
LESSEE for loss or 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.
22. OTHER 22.1 Parking
LESSEE shall have two (2) assigned parking spaces in
the underneath garage and shall have the right to use,
jointly with other tenants on a "first come first
serve" basis all unassigned parking spaces on the
property.
22.2 Indemnification
From and after the commencement of this Lease, LESSEE
shall indemnify and hold harmless LESSOR from and
against any and all claims, damages, or liability
whatsoever arising from LESSEE's use and occupancy of
the Leased premises. LESSEE shall be solely
responsible and liable for any and all injury, loss or
damage to persons or property on or about the Demised
Premises, except such injury, loss or damage as is
caused by the neglect, fault or misconduct of the
LESSOR, the LESSEE shall defend, save harmless and
indemnify LESSOR from all claims arising on account of
all injury, loss or damage for which LESSEE is
responsible and liable as aforesaid.
22.3 Cleaning
LESSEE shall be responsible for cleaning its own space
at no cost to LESSOR.
22.4 Automatic Extension
This Lease shall be automatically extended for one
year commencing on March 31, 1999 unless the LESSEE
exercises his option to terminate the Lease on March
31,1999 by sending written notice to be received by
LESSOR no later than December 1, 1998. The terms and
conditions of the extended Lease shall remain the same
except the base rent which shall be $3,125/month plus
all accumulated base rent adjustments per Paragraph 6
of this Lease. LESSOR has the option to terminate the
Lease on March 31, 1999 by sending written notice to
be received by LESSEE no later than December 1, 1998.
22.5 Leasehold Improvements
LESSOR agrees to pay for all costs incurred for
constructing and finishing a new floor-to-ceiling wall
as shown on Attachment I. This wall shall be completed
by March 31, 1997.
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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this 26
day of February, 1997.
LESSEE LESSOR
VIP Calling, Inc.
By: /s/ Xxxx Xxxxxx /s/ Xxxx Xxxxx
------------------------ ----------------------------------
Xxxx Xxxxxx, President Xxxx Xxxxx
Trustee of the J. Z. Realty Trust
DBA Technology Properties Associates
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